


all because of you (i do right)

by puppyblue



Category: Spider-Man: Into the Spider-Verse (2018)
Genre: Affection, Alternate Universe - Canon Divergence, Bisexual Peter Parker, Blood and Injury, But it's there, Character Death Fix, Family Feels, Fix-It of Sorts, Gen, Guilt, Harm to Children, Hero/Villain Team Up, Hugs, Hurt/Comfort, Miles Morales Needs a Hug, POV Alternating, Plenty of Talking, Protective Team, Talking, affects nothing, how is that not an actual tag, needs more hugs tbh
Language: English
Status: Completed
Published: 2020-04-13
Updated: 2020-09-01
Packaged: 2021-03-02 03:14:45
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 4
Words: 38,100
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23608171
Author URL: https://archiveofourown.org/users/puppyblue/pseuds/puppyblue
Summary: While hiding from the Prowler in his uncle's apartment, Miles doesn't manage to turn invisible in time.Prowler, in turn, learns some inconvenient truths.
Relationships: Aaron Davis & Miles Morales
Comments: 226
Kudos: 800
Collections: Canon Divergent AUs





	1. Chapter 1

**Author's Note:**

> my mind just wouldn't give a good summary or tags for this one, so if i missed a trigger (or any tags at all) that you think should be there, please let me know. 
> 
> it should be pretty close to canon-typical levels of violence, i think, just with injuries actually visible now.

_Some kind of fight-or-flight thing,_ Peter had called his invisibility, Miles remembers as he huddles behind the TV, but he’s starting to wonder if that’s true. 

Because his entire body is screaming _flight,_ fear like he’s never felt before curdling cold in his belly and leaching into his limbs, but he’s never felt more visible. At least in the subway he’d been able to run, to put that pounding of his heart to good use. If he runs now, even _if_ he manages to turn invisible, he’ll be heard.

Part of the problem is that the Prowler’s moving so quietly himself. Miles thinks he can hear the claws, maybe, the faintest high-pitched whine like tinnitus cutting over everything else, but he can’t track Prowler’s footsteps past the rushing in his ears. His own breathing echoes like a thunderstorm in comparison, stark rasping in the frozen silence of the apartment.

He opens his mouth, trying to breath slow and soft even though his heart feels like it’s about to beat out of his chest, and realizes as his chin moves that his face is still bare. 

He snags the bottom edge of his mask and yanks, every brush of cloth and movement a jolt of panic up his spine. He breathes deep and desperate against the scratch of the fabric on his face, trying not to pant.

He can hear the footsteps now, if barely: they’re slow, separated, and Miles’ heart refuses to quiet. Trying to control his breathing isn’t helping. His new, secondary sense is a constant, hair-raising prickle up his neck and spine, a low wail of warning instead of an immediate, piercing scream.

Prowler’s moving, he thinks, stepping so slowly across the room like he’s just waiting for Miles to reveal himself, and he’s pretty sure he’s getting that all through sense, not hearing.

He doesn’t need to guess, anyways. Prowler’s shadow creeps along the ceiling ahead of him, the streetlight outside giving him away with elongated, reaching spikes. Miles follows that shape with his eyes, frozen in place.

Does Prowler know he’s here? He must, Miles decides—there’s no reason for him to be here, otherwise. He’s thankful now that Uncle Aaron isn’t home; the only person Miles has put in danger is himself. 

But that also means he’s being stalked, and he’s left everyone who might have helped him hours away and out of reach.

 _Invisible,_ he pleads with himself, staring down at his all-too-visible hands and then left to the edge of his hiding spot. If Prowler just goes to check the kitchen first… _Please, just this once. Invisible invisible invisible_ —

Prowler whips around the corner—crouched low, claws out, looking _right at Miles_ —and _pounces_.

Miles shrieks—doesn’t mean to, but his sense goes from low warning to _klaxon-red-alert_ in .2 seconds as claws come whipping at his face. He flings himself away almost before he’s registered the actual danger, but fire still lashes along his scalp to his temple, knocking him hard to the ground in an awkward, sideways tumble. 

Miles doesn’t stop, can’t stop: he curls and shoves into a roll just as Prowler lands where he’d been lying. He scrambles to get up, bear-crawling like a little kid until he can shove back up to his feet. His head _throbs_ with every beat of his pulse. He barely feels it, background noise, but there’s blood running hot in little streams down his cheek, dribbling in to catch at the corner of his eye. 

His mask is gone, Miles realizes, a little plunge of horror opening in his stomach despite everything else. _You need to hide your face,_ Spider-Man had said, so desperately that Miles had taken it to heart, but Prowler must have caught the loose fabric of the mask on his claws. 

Miles won’t be getting it back. 

He throws himself forward towards the window instead. If he can just get out, if he can just get _away_ —

Prowler yanks him back, claws latching into the back of his costume—into his back beneath, too, lancing lines down under his shoulder blade. Miles gasps, a garbled noise of pain and panic that he can’t quite stifle, until Prowler does it for him by flinging him into the wall. 

He bounces off, shoulder numbing from the impact, and hits the punching bag on the rebound before tumbling breathless to the floor. Prowler’s _there_ in the next moment, leaping in like a pouncing cat. Miles kicks up at him, scrabbling backwards across the floor, but Prowler immediately snags his ankle and hauls him back into striking range. 

Miles _flails,_ kicking and thrashing, noises ripping themselves out of his throat every breath. He nearly knocks Prowler’s hand loose with a good kick, but then Prowler just slaps his legs sideways to the floor in one harsh shove, jumps over, and pins him, dropping to kneel on Miles’ chest. 

And now he can’t _breathe._ Prowler’s huge _:_ he has Miles’ entire torso easily pinned under his shins, trapping his left arm against the floor, and there's a deep, burning pressure where he's kneeling. 

Miles tries to buck, tries to throw him, but he can barely do more than squirm. Prowler only bears down harder in turn, catching the wild punch Miles sends at his face in one clawed hand. 

Then he swings the other back to strike, claws splayed out wide and gleaming.

Miles recoils so hard that his head bounces off the floor. He can’t even cover his face, can only squeeze his eyes shut and curl his chin down, bracing. _No no, please no, I don’t want to_ —

A breath.

Two.

Miles sucks the third breath in like a prayer and cracks one careful eye open. 

And Prowler’s just... _sitting there._

Miles’ heart jerks painfully when their eyes meet, but Prowler looks almost a little like Miles had managed to zap him. He’s frozen stiff, threatening claws now hovering down to the side—his eyes look huge in the darkness, that faint white glow giving just the slightest of his expression away. 

He still doesn’t strike. 

_What—? Why did—? Why—?_ Miles’ brain is running frantic loops, scrambling to find a foothold: something, anything, _please._

He doesn’t want to die.

His pulse is thick in his throat—he can barely breathe, barely _think_ —but he opens his other eye and forces himself to meet Prowler’s unreadable stare head on.

“Please,” he rasps, almost unable to get the word out, the pounding in his chest only worse now with this tiny, tiny sliver of something that might be hope. _“Please—”_

He feels Prowler jerk, movement through the weight on his chest, and the claws holding his fist let go. Miles yanks his hand back to his chest, not willing to throw another punch now that Prowler’s stopped: not with blood still clumping his lashes together, sticking his back to the floor. 

Something’s wrong. Something’s _changed._ If Miles can just—

But a split second later, he catches a low, heavy hum, like the vibration of a phone. Or it _is_ a phone, Miles understands as Prowler raises a hand up to his ear. And if he answers—

“Hello, Mr. Fisk.” Prowler’s voice is a deep growl, like the rumble of distant thunder, and all of Miles’ blood runs cold. _Kingpin._

There’s a faint buzz at the edge of Miles’ hearing, a rise and fall of words he can’t quite make out. In response, Prowler says, “Apologies, sir. Wasn’t a good time to talk.”

He’s still looking down at Miles—and then, slowly and _clearly_ deliberately, he releases him, shifting himself from Miles’ chest down to kneel on the floor. 

Miles gasps in a deep breath, lungs finally open to expand, air sharp and cold in his chest. He lifts his head to track what Prowler’s doing—what is _happening here?_ —but before he can think of anything like escape, Prowler settles back on his heels and then rests a heavy, clawed hand on Miles’ chest.

Miles freezes up, tensing instinctively, but the claws don’t dig in. It’s a warning, but a gentle one in comparison. _Don’t move._

“No sir, wasn’t any trouble,” Prowler says, and that— Is he lying? “I got the security tapes from the tunnel right here.”

Miles pants: his heart is still pounding, his chest too tight, and it feels like he can’t keep up at all. From the tunnel? Does he mean—?

“If the kid’s out there,” Prowler rumbles, eyes still locked on Miles, knee to his hip and claws at his heart, “I’ll find him.”

He’s _lying._ To _Kingpin._ Miles stares, can feel his expression from twisting into something incredulous. Why would—?

“You know me, sir. I don’t ever quit,” Prowler claims, short enough that Miles can’t tell if the pronouncement is pride or impatience. But he sounds, for all the world, like he doesn’t already _have_ what Kingpin wants him to find. 

Miles breathes deep to steady himself and then pushes up to lean on his elbows, slow and wary. And Prowler lets him—the claws stay, crooking slightly into Miles’ costume, but nothing more.

Then the tinny buzz of Kingpin’s voice dies away and Prowler drops his hand from the earpiece, all his attention swinging fully back to Miles. 

Miles licks his lips and opens his mouth, struggling to think of something besides _why_ — _?_

Except then Prowler pulls his claws away, reaches up, and slides his own mask off entirely.

And Miles can’t— 

It’s like a kick to the chest, stealing his breath, and he can’t— 

“Miles,” Uncle Aaron says, soft on an exhale, brows furrowed and eyes pinched where he’s not half-hidden in shadow. “Miles, I—”

 _“Uncle Aaron?”_ Miles squeaks, and then shoves one hand up to his mouth, because his heart is still _thump-thump-thumping_ like he needs to hide, and even those two words are too much, too loud. His fingers slide across his chin—half of his jaw is wet, tacky and cool. Miles pulls his fingers back stained black in the low light, and he blinks down at them blankly, feeling almost one step removed from his body even as he remembers the ache in his scalp.

“Shit,” Uncle Aaron hisses, so low Miles thinks maybe he wasn’t supposed to hear, and leans in closer, one long, looming shadow. “Here, lemme see—”

He reaches out as he speaks, a flashing silhouette of claws stretching out towards Miles’ face, and—

—a jolt against the cuts on his back, the TV stand hard against his spine where he’s shoved himself. Miles gasps a breath in and out, disoriented, pulling his hands in from where he’d raised them without meaning to. He curls his knees up then too, not sure why except that something in him wants to be _small_ , and tucks his trembling fingers between his chest and his thighs. 

Uncle Aaron looks like he’s been slapped.

 _“Oh,”_ he breathes, and then he’s fumbling his hands down near the floor, the claws sliding off with a pneumonic hiss. “Oh, Miles, _no._ I’m not—”

“You— You’re the _Prowler?”_ Miles can hear the strain in his own voice, but he doesn’t know how to stop it. Doesn’t know why he’s asking, even; he already knows the answer. 

He’s shivering now, he realizes, hard through his whole body. Uncle Aaron’s voice is familiar, soothing like comfort in spite of _everything,_ but that frantic flight instinct leaves him raw as it trickles away, hollowed out in the center, and he tucks his elbows behind his thighs too, cold and quivering.

Uncle Aaron’s kneeling upright now, hands bare and slender as he reaches out to wrap fingers around one of Miles’ knees. Miles twitches, torn between wanting to shove himself further into a corner and the urge to burrow into Uncle Aaron’s chest. Because Uncle Aaron’s _here,_ and that’s all Miles has wanted for days. Just not...not like this.

“It’s okay,” Uncle Aaron says, voice rough under the coaxing. Miles just barely hears him swallow, the slightest tug through the fingers on his knee. “It’s okay, Miles. You’re safe. I didn’t— I’m not gonna hurt you.”

Miles lets that tug uncurl him just a little, peering hard through the dim light to see Uncle Aaron’s expression. He looks almost unreal in a way, all dark spaces and sharp edges until he leans down lower to meet Miles’ eyes on a level. With the streetlight spilling across his face, he’s just...Uncle Aaron, though there’s something haunted in his expression, and he’s holding almost unnaturally still.

“Miles,” he says, low and soft like he might have done for Miles years ago, when he’d been smaller and still woke him up with nightmares. There’s something rawer in it now, though, something that sounds drawn almost as tight as Miles feels. _“Please.”_

It sparks against the empty, wounded thing in Miles’ chest, and he should probably _go,_ escape while he still can. He knows that. He just wants—

Uncle Aaron lets go of his knee, sliding back like he’s about to draw away, and Miles stumbles up to his knees to reach out, stomach dropping. If he _leaves_ — “Wait—!”

But Uncle Aaron meets him halfway, bundling him into a hug that Miles can feel in his _bones_. Miles’ back stings an unfriendly reminder at the movement as they almost overbalance, but Uncle Aaron just lets himself fall backwards onto his butt and drags Miles onto his lap like he’s five, tucking him in close and warm and _safe._

“There we go— I got you, I got you,” Uncle Aaron murmurs, and lets Miles wrap a strangling arm around him in turn without a peep of protest. Miles feels the press of lips against his unbroken temple, breath in his hair as Uncle Aaron curls around him and presses their heads together, rocking him ever so slightly.

He doesn’t smell quite right—like leather and bleach instead of the usual spice of his aftershave—but he’s warm and gentle, and so, _so_ familiar and Miles can’t hold distance any longer. He tucks himself in as close as he can get and holds on, shivering and gasping in that close, tight embrace.

He has no desire to move, at _all,_ but then something brushes unexpectedly against the wounds on his scalp, sending a throbbing sort of sting down across his skull, and he flinches, a wordless noise of protest escaping without thought. 

“Shhh, shh shh shh, I know. I’m sorry,” Uncle Aaron croons to him, and Miles’ eyes are burning now and he can’t make them stop. He ducks his head instead, pressing his face to the thick cowl of the cape over Uncle Aaron’s collar—he can’t stop, he can’t _stop, why_ can’t he stop? Uncle Aaron is more careful this time, fingers tracing under the cuts, his voice a steady thrum that Miles feels as much as he hears. “I’m so _sorry,_ Miles. Swear, I didn’t know it was you.”

Miles is shaking, insides and outsides, his thoughts a helpless, rough jumble and his guts cold and queasy. He feels like he’s watching someone else breathe when he gulps in the next quivery inhale. Everything about his body feels _wrong,_ slow and weighty—off-balance, one step to the left.

It takes a lot more breaths before they stop shivering out. He thinks maybe they sit there together for a while, but he doesn’t bother to keep track. He feels it anyway when Uncle Aaron finally unfolds and shifts, picking him up under his back and knees, but he can’t work up the urge to protest. 

He knows they’re moving, knows Uncle Aaron is still speaking to him, low and comforting, but he feels like he’s out of focus, like a bad recording. He can’t quite track what’s being said; doesn’t see the need to. He’s content to stay as he is until Uncle Aaron puts him down on the kitchen counter and disengages, stepping just a little away with a hand at his shoulder when he sways. 

Miles blinks at him, eyes blurring and bleary; the kitchen lights are on now, but his eyes feel thick, dry like grit, and the headache that’s been lurking for days now throbs hard in warning. 

With the lights on, though, the apartment loses the last of the frozen, spooky atmosphere that Prowler had brought in ahead of him, becomes something Miles’ mind knows as _safe._ Uncle Aaron is fully himself in the light too, frowning down at a first aid kit that he’d pulled out without Miles noticing. 

He’s still in most of his Prowler gear though, and Miles looks it over, watching the cape flick and flare at his heels, mobile as a cat’s tail as he turns to run something under the sink faucet.

 _Spider-Man doesn’t wear a cape,_ he remembers, but Uncle Aaron clearly knows how to do it properly. Something cool touches his cheek, interrupting the thought, and he flinches, aches and pains flooding back into his awareness front and center. 

“Back with me?” Uncle Aaron asks, fingers coming to Miles’ chin as he swipes a damp cloth in careful presses up his cheek towards the cuts.

“...yeah,” Miles says once he recognizes that the pause is there for him to answer, forcing himself to focus past the deep, throbbing sting in his scalp that's only adding to his headache.

They sit in silence for a few seconds. He thinks maybe Uncle Aaron's waiting for him to say something else, but dragging his thoughts into coherent words takes more effort than it should. It stops mattering when Uncle Aaron dabs the cloth directly to the cuts, and he hisses his breath out at the pain instead.

“Sorry,” Uncle Aaron mutters, low, though he doesn’t draw the cloth back. He’d said that already, Miles remembers, and it’s not…

They’ve apologized to each other before—he’s generally freer with it than Miles’ dad. But there’s something under these ones, small and raw like shame, that Miles has never heard before, and doesn't particularly like. But on the other side...

“You’re the Prowler,” Miles tries again, still not really sure what question he’s asking, or even if he’s asking anything at all.

Uncle Aaron presses the cloth firmly against his head, fingers on his chin not letting him draw away—holding pressure, Miles realizes after a second, but for a moment he thinks he still won’t get a response.

“Didn’t ever want you involved in this,” Uncle Aaron finally says, quiet in a way that highlights the silence of the kitchen around them even more. “I know what I am, but you weren’t ever supposed to be… I didn’t know it was you, Miles. You gotta believe that much.”

And Miles does, if only because Uncle Aaron could have just kept his mask on and finished the job with no one any the wiser. He _also_ understands what that means about what Uncle Aaron would have done to anyone else.

Miles had known that already, though. Or should have known that. He’s read all the comics, Prowler’s pieces included. If even some of them have a shred of truth—

“You lied to Kingpin,” he says instead, because there’s no way they’re getting through every issue in one night, but there’s a few things he needs to know _now._

Uncle Aaron goes still—a heavy, waiting sort of stillness that makes Miles watch him closely in turn. He’s still got his hand to Miles’ head, though, and after a moment he sighs softly through his nose, the slump of his shoulders rippling down the edges of his cape like water shimmering.

“You were there, that night,” he says, part question, but mostly statement. There’s no need to ask which night he means. He only twists his lip when Miles finally nods. “Then you saw things you shouldn’t’ve, and he wants you gone. Don’t matter who you are to me, or anyone else, after all this.”

“But you’re not gonna—?” Miles starts, and can’t quite make himself finish the question, for all that he very much needs to be sure. Uncle Aaron’s jaw tightens, expression drawing tight and pinched.

But he doesn’t tell Miles off for asking.

“No,” he says, voice rough, but very firm. He looks away, staring down at the first aid kit instead, but then he reaches out to curl his free hand lightly around Miles’ closest calf, fingers tucking under his knee. “No, I’m not.” 

Miles breathes out, lets himself slump a little further. Maybe he should wonder if Uncle Aaron’s lying, but he doesn’t _want_ to. Doesn’t think he’d have the energy even if he did.

He looks back at Uncle Aaron, stiff and still avoiding his eyes, and leans into him without thinking about it, cheek to his shoulder. It’s a little awkward with him still trying to keep pressure, but Uncle Aaron just squeezes his leg gently in response and then takes his wrist, nudging his hand up to hold the cloth instead.

“What were you doin’ down there in the first place?” he asks, moving back slowly enough that Miles manages to sit back straight with something approaching grace, even though his head swims. His tone is serious, but not angry, at least, and he tugs on the sleeve of Miles’ costume as he speaks. “And now you're runnin’ around in _this?_ Miles, what’s going on?”

Miles hesitates. Uncle Aaron clearly knows some of it, coming from the other side, but how honest should he be?

He’s not a good liar on the best of days, though, and he’s just... Everthing hurts, and he's so, _so_ tired.

“Spider-Man, that...that night. I think he knew he wasn’t gonna make it. He asked me to blow up the collider,” Miles finally admits, and hurries to get the rest out when Uncle Aaron stiffens. “He said it put _everyone_ in danger. The whole city.”

“He—” Uncle Aaron starts, heated, and then snaps his mouth shut. Miles watches him, wary, on the verge of bristling. If he claims Spider-Man was lying—

“Kingpin’s got science types for that. ‘s what the test runs were _for,_ to make it safe,” Uncle Aaron tells him, almost forcibly level like it’s not what he actually wanted to say, and Miles can’t keep himself from scoffing.

“Kingpin doesn’t care. I went to Alchemax—”

 _“Miles_ —”

“—and I heard Doc Ock and she _said,”_ Miles barrels on, determined now, “that it wasn’t safe, that dimensions were _crashing into each other,_ and she needed more time. But _he_ said no, _twenty-four hours._ He doesn’t _care.”_

Uncle Aaron stares at him for a long, long moment, and then his shoulders drop down again.

“Alchemax ain’t somewhere you should be snoopin’,” he says instead of addressing Miles’ words, and shakes his head when Miles opens his mouth to retort. “I mean it, Miles. Heard about you and your friends pullin’ that little stunt right from Octavius, and you don’t want _her_ lookin’ at you any more’n Kingpin.”

“We had to—” Miles starts, flaring up hot at the dodge, but Uncle Aaron lifts a hand.

“I ain’t sayin’ you’re wrong,” he says, and he sounds tired too,words dragging rough, but he meets Miles’ eyes straight on and that soothes some of his indignation. “Kingpin’s been _...off_ for a while now, ‘specially since he built this thing. And Octavius is crazier’n a shithouse rat, so she’d do it, too. But you shouldn’t be gettin’ mixed up in this, Miles. If they’d caught you at Alchemax—”

 _“Someone_ has to—”

 _“Not you,”_ Uncle Aaron insists, sharp and forceful, and Miles knows why, he _does,_ especially now. But he’s already been _not good enough_ tonight, over and over and _over_ again, and hearing it in Uncle Aaron’s words burns up in him like acid. He swings his head to stare out the window, blinking hard and fast. “Miles, you are _four_ _teen._ You got no business goin’ anywhere near men like Kingpin—”

“I don’t got a _choice!”_ Miles bursts out, heat like lava bubbling in his chest. “If I don’t do it, then one of the other spiders has to, and if they do it they’ll _die_ —”

“Other spiders?” Uncle Aaron breaks in, eyes narrowing, and Miles stops cold, realizing just how much he hasn’t explained yet. Should he even—? But maybe he doesn’t need to: Uncle Aaron looks more calculating than confused. “Those your friends from Alchemax?”

“Yeah,” Miles hesitates, because trusting Uncle Aaron—trusting _Prowler_ —is one thing when it’s just him. Bringing the others in complicates things. 

But Miles had come here for advice, before it’d all imploded, and if he’s already mentioned them… “When Spider-Man got, uh, _shoved_ into the collider, I guess it...brought some others out? Spider people, I mean. From other dimensions.”

Something warm trickles down his cheek and he realizes he’d yanked the cloth away in his distraction, clenching it in his fist. It’s stained almost entirely red now, damp in his hand, and he swipes at the slow dribble, reluctant to press down on the stinging cuts, and then balls it up again, worms squiggling in his gut. He’d wanted help, before, but how is he supposed to explain—?

“All those supers and they want _you_ to go in—?” Uncle Aaron starts, sounding more than a little riled up, though Miles gets the feeling it’s _for_ him, not at him. Still, he shakes his head quickly, wincing when his headache throbs behind his eyes. 

_“I_ want to go in,” he insists, and tries to make it confident even though clearly no one _else_ wants him to do it—Uncle Aaron included, by his stern look. Miles hunches his shoulders; he has no idea how he expected this conversation to go before the night had gone off the rails entirely, but he’s sure it wasn’t _this._

“The others weren’t the only things coming through the collider,” he admits before Uncle Aaron can tell him off again, and stares down at the webbing pattern on his too-short sleeve. He’ll have to get a new one, he thinks, but then, maybe he shouldn’t bother. He’s never felt _less_ like Spider-Man. “The night before, when you showed me the way—I got bit by a spider. That’s why I was down there at all, after: to find it. ‘Cause I started getting...well. Powers.”

Oh, and it doesn’t take Uncle Aaron long at all to arrange all his pieces together—he opens his mouth as though to ask a question and then freezes, staring at Miles, realization washing over his face.

“...you sure?” he finally asks, and Miles nods.

“Spider-Man knew as soon as he saw me,” he says, and he’d known Spider-Man for less than an hour, but something inside him still stings like loss all the same. “Offered to teach me, before he…”

There’s a long, fraught pause.

“Ah, hell,” Uncle Aaron sighs, like he can’t think of anything else to say, and looks him over, close, like he thinks something should stand out now that he knows. Miles resists the urge to stick to something as proof. He’ll only end up breaking it.

“I’m not any good at it,” Miles admits quietly, but he doesn’t feel any better for saying it out loud. Feels worse, maybe, like he had earlier with the others. Small. Disappointing. He fixes his eyes on the ceiling tiles, not sure he wants to see Uncle Aaron’s expression. “I can’t make the powers work. I can’t even stop _sticking._ But if I can’t shut down the collider, then one of the others’ll have to stay in this dimension and do it, and then they’ll _die._ So I just need to… I just—”

 _“Miles.”_ Uncle Aaron’s voice is sharp enough that Miles jerks his head back down, heart skipping a few beats. There’s nothing, though, just Uncle Aaron, stiff and bristling like an arching cat, staring wide-eyed at him but not meeting his eyes. 

Because—Miles discovers when he looks down at himself—he’s now invisible.

He isn’t quite sure what kind of noise rips out of his throat: almost a laugh, except he’d have to dredge actual humor up past the urge to slam his head back against the cupboards behind him in sheer frustration. Uncle Aaron twitches at the noise and then reaches out, tapping uncertainly against Miles’ jaw before tracing a careful path to his forehead.

The touch doesn’t dispel the invisibility—not firm enough, maybe—but Miles can see the vague outline of his own chest rippling like heat waves over pavement. Uncle Aaron slides his hand to lay flat on Miles’ forehead and the ripples get stronger. “Spider-Man didn’t have invisibility, I know that much.”

“Why can’t I—? None of this ever works when I _want_ it to,” Miles moans, because what use is a power that only works when he’s _ashamed?_ Uncle Aaron’s fingers brush against the edge of the claw wounds at his temple and he flinches away. 

Uncle Aaron draws back immediately, too—and it turns out Miles’ blood becomes visible once it’s off him. Uncle Aaron stares down at the red on his fingers for a long, long moment and then glances up at the level of Miles’ cheekbones, something odd in the set of his jaw. 

“Why’s that?” he asks, tone strangely neutral like he’s only curious, and Miles shrugs listlessly before remembering why that won’t work.

“I don’t _know._ I haven’t even had time to learn any of the _normal_ spider stuff, and none of the others have the same powers.” Miles kicks his heels against the counter, fighting a hard itch in his chest that makes him want to pace. Everyone _else_ figured their powers out without help anyways, so why can’t he? “They don’t think I can do it: the others, I mean. They don’t want me to stop the collider ‘cause I can’t make my powers work. But I can’t let someone die, just ‘cause I’m not—”

He snaps his mouth shut before he can say _good enough,_ but it’s still there, burning the edges of his tongue. And right on the heels of that thought is _but you already let someone die, didn’t you?_

It curdles in his stomach, nauseating and thick, and Miles bows his head as it stings in his cheeks. He hadn't meant to— But it’s like quicksand, that idea, and his mind feels so _slow,_ and no matter how he turns it—

“How long you had these powers, Miles?” Uncle Aaron asks, and Miles realizes only then that they’d been sitting in silence for a few seconds. “Since the subway, you said. So what, three, four days?”

“Three, I think,” Miles offers, turning to look at his uncle as he tracks a quick, dim path through his murky memory. Uncle Aaron’s staring out at the window, shoulders tight, a grim sort of blankness on his face—like whatever thoughts he’s having aren’t ones he wants to share.

He tilts his chin to look back in Miles’ direction at his words, though, for all that Miles is still invisible, and something in his expression shifts.

“Three days, then. You learn how to draw in three days?” Uncle Aaron asks, and it almost feels like a non-sequitur to Miles, a topic out of left field. “Or how ‘bout those fancy physics equations that school likes to throw at you?”

“It’s not the same thing,” Miles protests, catching on.

“Sure,” Uncle Aaron agrees, in that way he has which means he’s not agreeing at all. “It’s somethin’ the human body and brain weren’t ever made to handle, and yours ain’t even finished growin’. So you think maybe you might be askin’ a bit much?”

“Peni’s even younger than me, and she’s got it down,” Miles protests. He’s pretty sure he couldn’t have handled half of what she’d described when he’d been eleven. 

“Yeah? And when’d she get _her_ powers?” Uncle Aaron returns, implacable, and Miles...doesn’t know, but he doesn’t think it was recent. “Not three days ago, I’m guessin’.”

“I don’t know,” Miles admits, reluctant for reasons he can’t quite place. It doesn’t feel like Uncle Aaron’s _right_ —but Miles understands what he’s trying to do. And right or not, it reaches some part of him that had curled up tight and hid the moment the others had turned away, soothing despite his doubts.

He sees a flicker—his legs, color shimmering just briefly into view. Uncle Aaron catches it too, clearly, and shifts to bracket him, hands on the counter on either side of Miles’ knees, leaning down at almost exactly the right height to meet his eyes.

“Look. When I say I don’t want you involved with things like this, it’s ‘cause I know the worst that can happen. I’ve _been_ the worst that can happen,” Uncle Aaron tells him bluntly, eyes steady and so serious, for all that it must feel like he’s talking to the kitchen wall from his perspective. “Parker was Spider-Man for years and years—couldn’t touch him for most of ‘em and then _boom._ One bad night. Didn’t matter how good he was.”

Miles tries not to think of it, tries not to remember, but his cuts are still aching, a dull background throb with every beat of his heart, and that stands as its own example. His cheek is wet again, but the bloody cloth feels damp and sticky in his hand, no help at all at this point, and he lets it drop to the counter, where it flickers into view. 

Uncle Aaron turns his eyes down to it for a few long moments and then back to Miles in silence, as though to punctuate. 

“But _this?_ You think ‘cause you ain’t superhero ready right off the bat, it means you ain’t good enough?” Uncle Aaron continues then, quick and fierce, and Miles prickles at the echo of his own thoughts, because Uncle Aaron’s always been a little too good at reading him. “That’s _bullshit.”_

Miles straightens his back a little at the sheer _intensity_ with which Uncle Aaron says it: like he wants to bury every possible doubt under the straight force of his words. He’s so _certain,_ and Miles…

“I never wanted you to see the Prowler for lots of reasons, most of ‘em even good ones,” Uncle Aaron tells him, and he sounds like he’s admitting to a fault, something shameful. “But if I’m honest, the first reason is ‘cause I’m selfish. I wanted you to look up to me, and Prowler ain’t someone _anyone_ looks up to.” 

“I do look up to you!” Miles insists, because Prowler or not, that’s always been true, and with that little spark of not-quite indignation, his body fades properly back into view. 

Uncle Aaron smiles then, just a little, a short, subtle twist at the corner of his mouth.

“See, but there’s the thing, Miles," he says, like Miles is missing something obvious. "I ain’t anythin’ to look up to, ‘cause you’ve always been somethin’ _more.”_

Miles opens his mouth to protest and Uncle Aaron shakes his head once, almost gentle. “I might’a given you a boost when you asked for it, or an ear when you needed it, but you been makin’ your way to somethin’ bigger and better for years on, now, and you’re gettin’ there all on your own.”

Miles squirms a little—he knows Uncle Aaron loves him, but hearing something like _this_ laid out bare is more than he knows how to deal with. Uncle Aaron snags his chin gently, though, bringing his head up, and he looks so _intent_ when Miles meets his eyes, earnest like he wants Miles to _believe,_ and Miles can’t help, but listen.

“You’re the best of all of us, Miles. And I know damn well that when you settle into these powers, you’re gonna be somethin’ the world ain’t ready for.” Uncle Aaron says, rock-hard certain like fact, and Miles insides are squirmy and unsettled and yet _nothing_ like before. “But that don’t mean you gotta be the best right off, all day, every day. You gotta give yourself some space to learn, and there ain’t no shame in gettin’ it wrong.”

Miles swallows, tucking his chin down into Uncle Aaron’s hand so that he can look away, his eyes stinging very faintly. 

Because he _has_ been getting it wrong, pretty much since he got bit, but this is the first time it’s felt like...like maybe that’s _normal._ Like he can ask for help, for advice, and it won’t be...won’t be a weakness, or a failure, that he isn’t already on the right level. Like someone might help him _get_ to the right level. Miles pulls in one long, deep breath, lets Uncle Aaron’s faith settle behind his breastbone like a candle flame where his own had started to gutter.

This, he thinks, is what he’d been looking for.

Still. He knows it hasn’t changed the issue. The other spiders won’t want him to help—though he can see now, with a little distance, that it’s because they don’t want him to _die._ Doesn’t seem to matter that that’s what he wants for all of them.

The main issue has always been _time._

“But the others can’t wait on me. If I get it wrong now—” Miles starts, and Uncle Aaron raps him gently on one knee with his knuckles.

“Then you get it wrong. Tellin’ me you’re gonna let that stop you?” Uncle Aaron tips his head just a little to the side, as though prepared to wait out any argument Miles might offer. Like none of Miles’ doubts will be able to shake him. “Might be _smarter_ to stand back, maybe. But every time you say why you can’t do this right, you go straight on to why you’re gonna do it anyways, you know that?”

Had he? Miles hadn’t done it intentionally. But…

“I have to,” he says, because the thought of sitting back and letting _another_ spider die, because they think he isn’t _ready,_ is— 

No. Not this time. 

And nothing’s really _changed,_ no, but somehow it feels like he has a platform to stand on instead of drowning in the rush of everything he doesn’t know. However shaky the start, however much he has left to learn, it no longer feels like an insurmountable climb. 

Someone _believes_ in him. 

He breathes in deep and lifts his chin. Pulls from Uncle Aaron’s voice and says it like truth to make it so. “I’m _going_ to. I can feel them too, you know, the others, and it’s like they’re...important, now. I can’t just stand back and _watch.”_

“Thought you might say that,” Uncle Aaron says, wry like he doesn’t quite approve, but he looks...not upset, like Miles would have thought. Proud, maybe—a low glimmer in his eyes that only settles Miles further, “or I’d have spent longer arguin'. Nothin’ that says you gotta do it alone, though.”

It takes Miles a long moment to understand.

“You—?” He sounds a little too incredulous, maybe, but Uncle Aaron just shrugs one shoulder in agreement. “What about Kingpin?”

“I’ve made my choices, there. Weren’t really ever a choice to begin with.” Uncle Aaron raises his chin, eyes narrowing. “If you’re goin’ in there to fight, I’m gonna be there to back you. No arguments.”

Miles doesn’t have any—doesn’t _want_ to have any. If he can go into this with Prowler there to _help_ —

He’d hoped for reassurance when he’d first made his way here, and it feels like he’s come away with that and more, the weight sitting on him so much lesser for sharing. He feels _light,_ almost—still stiff and bruised and bleary, but there’s a spark in his chest like hummingbird wings, buzzing in his veins.

“Other spiders probably won’t like you,” he warns, but he knows it comes out closer to giddy than anything else. 

“Well, tough,” Uncle Aaron snorts, but there’s something soft and pleased in the crinkle of his eyes. He offers Miles his hand, palm up—just to hold or to help him down, Miles isn’t sure, but when he reaches out to take it, his own fingers _spark,_ that effusive feeling inside him snapping out like static.

He whips his hand back before he can launch Uncle Aaron across the room, at least, and when he opens his hand again the sparks are gone. But he stares at his fingers and remembers—

— _warm-close-safe, lips to his forehead, best of all of us, the world ain’t ready_ —

—and with the shimmer still lurking in his chest, it feels almost simple, in a way he’d not managed before, to _spark._

It _crackles_ down his arm, livewire strong, and then Miles is holding lightning at his fingertips, dancing in his hands.

“Do I even _want_ to know what that is?” Uncle Aaron says, but he leans in even as he says it, intent eyes reflecting a crackling blue. Miles blows out his breath and lets it go again before he can touch, his own eyes prickling like static under his lids.

“I got _spider venom,”_ he crows, delight ballooning out in his chest because he’s finally, _finally_ done it. He curls his fingers into little biting fangs and grins at Uncle Aaron’s look.

Except grinning sends sparks of fire along his scalp and he hisses, wincing at the next trickle of blood running across his cheekbone.

“That’s gonna need stitches,” Uncle Aaron says, begrudging, and twists his lip in clear apology when Miles jerks his head up to protest. “‘less you’d like to explain to your folks what clawed you in the face? As it is, better hope you got Parker’s quick healing, or you’ll be doin’ that anyways.”

“I go to get stitches and they’ll know, too,” Miles points out, but Uncle Aaron makes a short noise in his throat.

“Think I go to the hospital every time?” He smiles when Miles peers at him and offers his hand again. “Least I can do is fix you up, after causin’ it.”

Miles takes his hand without incident this time, though sliding down off the counter makes him wince as he remembers his other hurts. “Can you get my back too, then?”

Standing turns out to be a riskier move than he’d anticipated, too, after he’d settled into something like equilibrium on the counter. His back stings, of course, but his head swims too and his legs actually shake—and Uncle Aaron’s making worried noises, nudging him around to get at his back, and Miles actually has to hang onto the counter for a moment to steady out.

“—know I’m the one that put ‘em there, but _say_ somethin’ next time, Miles.” Uncle Aaron’s grumbling, but he stops when Miles just blinks up at him, a little woozy. “Sheesh. You sleep at all in the last three days either?”

Actually, Miles...doesn’t think so? A catnap here or there, but there just hasn’t been time.

“Little bit?” he says, since it’s sort of true, but Uncle Aaron doesn’t seem fooled. 

“Well, y’look like shit,” he says candidly, and Miles snickers, mostly out of surprise. Uncle Aaron shakes his head. “Not just talkin’ about the bits I did, either. And you don’t think that long with no sleep might’a been part of your problem?” 

“Oh.” Miles blinks, rolling that over in his head. His teachers _have_ always been pretty big on sleep, at Visions. “I guess so.”

Uncle Aaron scoffs, very lightly.

“Yeah. C’mon then, hero,” he sighs and puts a very careful hand to Miles’ back to push him along to the couch. “Let’s get you fixed up."

And it turns out—Miles learns, between stripping out of his ruined costume shirt and fetching some towels out of the bathroom—that there’s a lot about Uncle Aaron that he never got to see. Like what looks like _heavy-duty_ medical supplies he keeps hidden in a carefully disguised, hollowed-out hole in one of the walls. Miles is too tired to go snooping through the equipment there, but he suspects his mother would have things to say.

“Shouldn’t need stitches in your back,” Uncle Aaron tells him, after a much closer look. “Got away there with just grazes. Didn’t go into the muscle at all.”

“Didn’t _feel_ like grazes,” Miles grumbles, and Uncle Aaron rests a hand on his head for a moment, in what feels like both comfort and apology, before he cleans them out— _ouch_ —and bandages them up.

Then it’s up to his head, and Miles flops out on the couch, towels layered out beneath him while Uncle Aaron prods at his scalp.

“Pretty sure you got some healing powers in there, or these'd be bleedin' more,” Uncle Aaron tells him while gently bunching his hair up out of the way. “Still don’t wanna risk ‘em closin' this wide, but it ought’a speed things up for you.”

“Yaaay,” Miles acknowledges wryly, waving his fist in clumsy celebration at the ceiling. Now that he’s lying flat, despite the sting of the cuts, the urge to drift off is...strong. Very strong.

“Really ought’a shave your head if we’re doin’ it properly,” Uncle Aaron adds, and then chuckles when Miles jerks awake at that. “Nah, not this time. We’re goin’ for subtle here.”

“Very funny,” Miles grouches at him, watching as Uncle Aaron fills a syringe from one of the vials he’d pulled out.

“Yeah, yeah, I know. Nice to laugh when it’s my fault,” he acknowledges wryly. He’s smiling a little, but it’s something soft and fond, not mocking, and Miles lets it smooth his faint annoyance back down. “Take a rest, Miles. This might take a while.”

“Can’t sleep too long. Gotta get back to the others in time,” Miles reminds him, but _oh,_ does he want to close his eyes.

“And you’ll be better for any sleep, even just a little,” Uncle Aaron says, and taps Miles’ chin. “I’ll wake you bright and early, promise.”

“Well, if you _promise,”_ Miles yawns, and finally lets his eyelids droop. He’s awake for the shot, for the weird numbness in his scalp, and past that he knows—

a tugging, shallow and strange under his skin—

a sound like humming, familiar and deep—

the world moving under him, rocking like a boat, and then it’s solid again, soft and warm. Something brushes against his forehead, gentle like butterfly wings.

And down he sinks. 

**Notes for the Chapter:**

> next chapter in aaron's pov! since a commenter suggested it on another fic. prowler needs some freakout time before supporting spider-nephew in his crusade, and i want to write more hugs. stay tuned. 
> 
> and i feel like these two could use an 'enemies to (something)' tag, you know? but it's not really enemies to friends in the traditional sense, enemies to family doesn't really work, since they're technically still family even as enemies...but it's a very sudden switch from attempted murder to love and loyalty. idk
> 
> anyways, still not beta'd. if you see a mistake or have a suggestion, please feel free to say so


	2. Chapter 2

**Summary for the Chapter:**

> Aaron, in the aftermath.

**Notes for the Chapter:**

> I'm rambling in the end notes, so do feel free to skip that. But because of that, I'll say here: still not beta'd, so please let me know if you have suggestions or catch any mistakes

The first thing Aaron did after he tucked Miles into bed was set an alarm. 

He’d need it, he knew that much—too much left to do. Too many thoughts for him to want to track the time as well. He left the phone on the bedside table and put it out of his mind. 

The Prowler was more of a planner than a thinker; there was a difference that Aaron was very aware of, one that he’d specifically cultivated. _Entry points,_ and _how many guards,_ and _defences-weaknesses-find-catch-kill._ Not _what if._ Not _should I really._ It’d served him in the past, that focus. It was what he’d needed to be.

 _And how’d it do you tonight, huh? Look at what you almost_ —

It helped in the immediate aftermath, too. There were tasks for him to do, and he did them. Clean up after the stitches: waste in the garbage and towels soaking to get out the blood. _(Miles’ blood, that’s Miles’ blood,_ **_look_ ** _at what you_ —) 

He poked his head into the bedroom. Miles was a tiny lump under the covers, gauze stark white over the side of his head. Aaron could hear the soft huff of his breathing if he lingered. He ducked out again. 

Damage control. _Yes sir, no sir, nothin’ on the tapes. Someone got to ‘em before I did. Gotta find him the old-fashioned way._ Not unusual. Spider— _Parker_ had always been technologically savvy and Kingpin already knew Miles—or the nameless kid, anyways—was running with others. Prowler didn’t need to imply much for Kingpin to draw his own conclusions there.

Octavius wasn’t stupid, though. _The wife or the aunt,_ she insisted, _that much crossover, they’d have gone to one or the other._ Aaron couldn’t argue with the likelihood of it. She wouldn’t have listened to him anyways.

Tombstone wanted Scorpion on board before they checked, to replace the Goblin’s muscle. Prowler backed him immediately. Look at how much trouble they’d had before, three on one with Parker alone and no way of knowing how many spiders were waiting now. 

Kingpin allowed it with bad grace. Aaron suspected it was only because he’d already reached out to Scorpion, enough to on-board him quickly. Still, he’d take any delay. Give Miles a few more hours to sleep, instead of a mad dash across town. The kid clearly needed it. 

_He definitely needs it now that you’ve torn his face open_ —

Miles was still breathing. Sleeping wrong—he was still tucked the way Aaron had laid him, not starfished all over the bed the way he should have been. But he was breathing, little snuffles here and there. Well, he’d been crying, hadn’t he. Probably a little stuffed up. 

Back out again. Painkillers out on the counter—Parker had been a quick healer, no doubt about that, but who knew how Miles would turn out. And even that meant nothing about pain.

What else would Miles need? Food for the morning, maybe. Something quick. Easy enough, but he ought to do it later. 

Equipment. His power levels were fine. Kingpin’s gigs were all hard-and-fast: he hadn’t used any ammo in weeks. He snagged his claws up off the floor—Miles had gotten some fair hits in, so he’d need to check them over too.

 _Fair hits? You weren’t sparring, you were trying to_ **_kill him_** —

Miles hadn’t moved yet. Still breathing. Still alive. Aaron just left the door fully ajar this time. 

Nothing wrong with the claws, when he slipped them on and tested. He flicked them back off onto the table and snagged a rag to clean them with. It wasn’t good to let the blood dry on. 

He made it through that far, blank and focused on nothing but the task at hand, and then the task at hand was done and he pushed the claws away. 

And then there he was, sitting on the couch holding a blood-stained rag. 

Miles’ blood, dripping off his claws because he’d sensed an intruder and gone straight for a kill, and it was only sheer goddamn luck that it hadn’t happened. If Miles hadn’t ducked the first time, if Prowler hadn’t taken that split second to _look,_ if he’d just finished that last swing and sliced his boy’s throat open—

 _Oh, fuck_ —

He _...blurred,_ just a little. That’s what it felt like. Too much, _too much,_ light-headed and stomach roiling, and Aaron curled down over his own knees, half certain he was about to puke. He pressed his face hard into his palms as he closed his eyes and _shook_ , every heavy breath rasping out of his nose the only noise he could allow.

 _Don’t you dare wake him up. Don’t you_ **_dare_ ** _put this on him._

Miles had already tried to comfort him earlier, cheek to his shoulder like Aaron hadn’t just covered that half of his face in blood. _I do look up to you,_ and Aaron knew what he looked like when he was lying, knew that he’d meant every word. That he’d let Aaron touch him at all—

Idiot. Reckless, brainless little idiot, he should have been out the door and screaming for his dad the minute Aaron put him down. 

_Oh, please. You aren’t fooling anyone._

Aaron hadn’t wanted him to run. Hadn’t wanted him to be _afraid_. He’d done his best to fix it, coaxing and cuddling and purring soft things until the poor kid had stopped flinching away and shivering like a kicked puppy. 

Like Aaron hadn’t been the one to kick him in the first place. As though he deserved any sort of trust.

Should have just called his mother. Or hell, an ambulance. Being close to Miles was one thing when he’d kept Prowler on the other side of a very clear line, but Aaron had just carved his claws through every boundary he’d put up over the years, at first accidentally and then very much on purpose, and yet now here he was, still clinging on. 

Selfish. He’d warned Miles, hadn’t he? Nothing about him was good for this kid, but Aaron wanted to keep him anyways. 

Aaron scrubbed his hands over his face and then dropped them to dangle between his knees, looking over at the open bedroom door. He could still do the right thing—but he knew himself better than that.

He looked back down at his hands, the power cells dull and inactive around his wrists. After a long moment, stretching out in his thoughts with a drawn sort of blankness, he unhooked them from his wrists and laid them with the claws before leaning down to loosen his boots. Dragged the cape off too, for good measure, leaving only the base clothes. He’d put it all back on later, when it came time to fight, but the last thing Miles needed right now was the Prowler. 

Kid had finally moved a little—not quite his usual teenage sprawl, but he’d spread out a little under the covers, and something in Aaron’s chest loosened just to look at him. He’d bounced back pretty fast after their fight, even though he was clearly exhausted—he’d be all right. Physically, at least. And Aaron would help with the rest, if he was allowed. 

Well, he’d done his best to make sure he’d be allowed, hadn’t he? 

Aaron gripped the doorframe hard enough that the wood creaked, swallowing back the sour taste that filled his mouth. And _this_ was why he’d tried so hard to keep Prowler separate, this _mindset_ that crept into everything he did, blurring his motivations even to him. Even with Miles, when all Aaron wanted to give was his best.

Because there’d been a split second, with Miles invisible and sounding so distraught, when Aaron had pulled his hand away with fresh blood on his skin, and somehow his first thought had been _I can use this._ Budding little super that needed a guiding hand—hell, if there was one thing Prowler had, it was experience. He could draw Miles with that, easy. And the more Miles _needed_ him, the less likely he’d be to tell anyone what he knew. 

He’d stomped on the thought as soon as he’d recognized it, infuriated with himself. He wanted to help Miles because it was _Miles,_ because he wanted the very best for this kid and always had.

But he couldn’t lie to himself that he’d _thought_ it. Even if only for a second. 

He leaned against the door jam, tilting his head to rest his temple on the cool wood. He didn’t have to trick Miles into coming to him, anyways, at least for now. Who else could he go to? 

Sounded like his spider friends wouldn’t be around much longer. Tell Rio and she’d tell Jeff, and Jeff already harped on him for the little things like stickers and tags. If he thought Miles was dressing up in a costume to punch armed men in the face? Aaron honestly didn’t want to imagine that conversation. Maybe because he could almost understand Jeff on that one. 

Aaron ought to be _with_ him on it, if he was really trying to do right by Miles. Had _tried,_ even, before he’d had the whole story, because Miles had just been huddled there, shell-shocked and bleeding, and the thought of him and Kingpin in the same room was…hair-raising. 

But it wasn’t that simple. It never was. 

Spider powers, of all things. Spider powers and spider people, supers that probably had Parker’s bright attitude and do-gooder mission. Worse groups for Miles to fall in with, Aaron supposed, but he’d clearly picked up the mission along with the bugs.

And maybe Aaron could have still talked him out of it. Miles had sounded so hopeless when he’d first brought up his powers, hunched away and not meeting Aaron’s eyes, like he was expecting judgement for some imagined failure. Hell, he’d gone _invisible_ just talking about it—and since he hadn’t even managed that when Prowler had stalked him through the apartment like prey, that was saying something. 

So there’d been an opening there when Aaron had seen the chance and considered. A few harsh words in the right places, a few strong pushes in the right direction… It might even have been the right thing to do. The _responsible_ thing. But Aaron hadn’t been able to stomach it, in the end. 

Miles had sounded so _ashamed._ Like he’d already been judged and found wanting, like he’d found _himself_ wanting, and the sheer wrongness of it had hit Aaron like a kick in the gut. Miles was— 

Miles was _light,_ hope and life and laughter and love, and Aaron didn’t want to know who could look at that boy and say _not good enough_ , no matter what powers were involved. 

Aaron clenched his jaw and turned away, bracing his back against the door jam so that he could bend to tug off his boots the rest of the way. It still felt like maybe he’d made the wrong choice. If there was even a _right_ choice to make.

But he’d spent so long encouraging Miles to be _free,_ to be himself—sing loud, dance wild, spread that light, that energy across the walls in noise and shapes and _color._ So how could he have lived with himself if he’d taken Miles at his lowest and said _no._ Said _be quiet,_ said _be safe,_ said _keep your head down and don’t let them see you._ It stuck in his throat just thinking about it.

So yeah. Maybe he could have talked Miles down, kept him home and away from all this. But Aaron wasn’t willing to crush his spirit to do it. 

He huffed a soft laugh to himself at the thought. Because _besides,_ how hypocritical would it be, now that he knew what Aaron was? How was Aaron supposed to tell him to stop with any sort of authority? _You can’t be Spider-Man, because Prowler said so_ —right, sure. That’d go well.

He left the boots where they fell and came fully into the room, slipping around to the empty side of the bed with silent steps. Miles snuffled again in his sleep and twitched a little beneath the covers, quiet like a snoozing kitten. Nothing like the panicked noises he’d been making earlier, when Prowler had—

Aaron bit his cheek and forced the memory away, lowering himself slowly and very carefully to the bed. Miles didn’t even shift an inch, though: down hard and deep, apparently. Aaron braced his back against the headboard and dragged his knees up almost as an afterthought. 

His phone and its waiting alarm was still where he’d left it and he glanced at it listlessly. They still had a couple of hours before they _needed_ to move, at least. And he ought to sleep too, he knew that much, but even now there was little appeal. Too much buzzing through him to let him down easy.

He turned his eyes back to the kid instead. His face was half hidden in the pillow, mouth just slightly parted as he breathed; Aaron let his hand drift down, brushing the backs of his knuckles featherlight over Miles’ forehead where the pillows and gauze didn’t reach. Warm, but not feverish.

Hell of a lot of trust, to just fall asleep like this in Aaron’s care after the night he’d been through. 

_Quaint way of putting it._ After what Aaron had _done_ to him, then. 

(Blood and bruises and flat-out _terror,_ and Aaron had just sat there and made him _beg_ — 

**_Please_** **—** )

Aaron jerked his hand away, breath catching, swallowing hard against the nauseated clench of his stomach. Christ. If Miles woke up in the morning and decided to run for the hills after all, Aaron wouldn’t blame him one bit. Hoped otherwise, but that _look_ on his face…

Even if Aaron never heard him sound like that again, that desperate, cracking _pleading,_ one time would still be too many. 

Still. His gut told him Miles would probably stick around, at the very least until they solved this collider problem. And he had no doubt there’d be questions—they hadn’t much touched on Prowler much last night, but he wasn’t about to fool himself that he’d gotten off entirely. But hell, all he could do was answer them at this point; he’d already given himself away.

Besides, he knew Miles was forgiving: a little too much so, maybe. If he handled things just right—

Aaron tamped down on that thought before it could wander too far in the wrong directions, huffing out a soft, irritated breath. He’d been so goddamn _careful_ with Miles—as careful as he knew how to be. He wasn’t about to throw that away just because the two halves of his world had finally collided. 

Convincing him: that was fine. Talking, arguing, pleading: fine. But twisting things around and around until Miles couldn’t tell which way was up? No. He wasn’t about to start sliding down that slippery slope now. 

Bit soon for him to sit here panicking about it anyways, wasn’t it? Knowing Miles, he’d end up being _way_ too forgiving, and Aaron would have to nudge him towards even a common-sense level of suspicion. Less than an hour after Aaron had tried to kill him and Miles had still latched onto his promise of help with barely a hint of wariness. Just...taken Aaron’s hand like it was _nothing._

Dangerous, that level of trust. And what was worse, Aaron was pretty sure that just his _encouragement_ had been enough to kickstart Miles into taking hold of those powers. He’d brightened slowly with every bolstering word Aaron had scrambled to give him, from misery and doubt into something rock-hard determined and so damn _alive_. And then that light in his eyes had been _actual fucking lightning_.

He’d smiled so bright after those sparks, too, open and gleeful, like that and a promise had been enough to bloom him back out into trust. Too easy. _Way_ too easy. Little idiot was going to get himself killed. 

And Aaron didn’t deserve him. 

Of course he didn't. He’d known that, he'd _always_ known that, but it was clearer than ever now. Miles was something more, something _better,_ than Aaron had ever dreamed of being. 

Well. For now, Miles wanted him here, and he’d already made his promises. He’d just have to make sure to keep them and Miles, soft as he was, would probably think that was good enough. Aaron would just have to hold _himself_ to higher standards. 

He took one last look at Miles before shifting himself very gently down, putting his back to the bed and forcing his eyes to close. No way he was getting anywhere close to sleep, but with time to kill he might as well let his body rest as much as he could. 

He had a job to do in the morning, after all. 

* * *

The alarm chirped—soft, but Aaron didn’t need any more than that. He broke out of his slight doze, the best he’d managed all night, and snagged the phone quickly to swipe it off.

He tucked a hand behind his neck and stretched, fighting the urge to groan—he was starting to get old enough that he’d be feeling these late nights, later. The room was still dark around him; the sun hadn’t risen yet, so the light outside was the barely-lightened navy of _very_ early morning, with the sort of heavy near-quiet that often accompanied it. Quiet as the city ever got, anyways.

Miles was still down, Aaron found when he glanced over, undisturbed by both noise and movement. Well, couldn’t blame him. He'd probably sleep until noon if Aaron didn't wake him.

For a moment, Aaron considered letting him.

 _Promises,_ he reminded himself, and reached over to grasp Miles' shoulder.

“Hey,” he said, shaking just hard enough that he knew Miles wouldn’t be able to ignore it. Miles hunched just a little, pressing his face down into the pillow with the slightest little grumble. Aaron felt his lips twitch; Miles never had liked getting up. 

No luck today, though. Aaron shifted his hand up and rolled him back out of the pillow, squeezing a little at the muscle at the curve of his neck. “Nah, none of that, Miles. C’mon now, up.” 

“Wha?” Miles finally mumbled, blurred and groggy. He scrunched his eyes tight before finally opening them a little bit, blinking slowly a few times before finally focusing on Aaron, expression torn between confusion and a sleepy sort of grumpiness that made Aaron’s useless heart squeeze a little. Aaron offered him a small, sympathetic smile—he knew that feeling, waking up after not _nearly_ enough rest. 

“Would’a let you sleep,” he explained, keeping his voice low in case the kid had a headache, “but the sun’ll be up soon, and we still need to catch your friends.” 

Miles blinked at him again, eyes almost hazy—was he even understanding Aaron’s words? 

And then in the next second, he _jerked,_ bolting up to a sitting position and flailing a little in the blankets as his arms caught. Aaron leaned back just in time to avoid being bopped in the nose by a flying hand, laughing a little in spite of himself. 

“Whoa whoa, hey, slow down a little,” he said, tugging the blankets down a bit to help Miles free himself. “We don’t gotta go right this minute.”

Miles twisted his head to stare around the room, looking a little bit frazzled, like even the quick realization hadn’t done much for his understanding. He was looking more alert every second, though, and Aaron watched patiently as his eyes flicked around, from the blankets to the window over to Aaron, running up his costume before finally meeting his eyes. 

He didn’t look afraid, at least: more just wide-eyed, like he hadn’t quite hit on how he felt about anything yet. 

At least his back didn’t seem to be hurting him much, by how fast he’d moved, but Aaron sobered a little as he remembered himself. Better to check, anyways. “Feelin’ alright?”

“Yeah,” Miles said faintly, sounding almost surprised himself. “Yeah, I feel...fine?”

“You askin’ or tellin’?” Aaron prodded him, glancing him over a little closer. But then Miles reached up to trail his fingers over the gauze taped over the gashes on his skull, and Aaron’s gut dropped again at the fact that they were there at all. 

_Focus._

“Don’t fuss with it,” he advised, and reached over to tug Miles’ hand back down, carefully telegraphing the move; Miles, thank god, didn’t flinch, just frowned at him, confused little wrinkles bunching between his brows.

“It doesn’t hurt,” he said, which was still a little surprising even knowing the kid’s powers, but hell, small blessings. 

“Fast as Parker used to bounce back, I’d hoped that might happen,” Aaron said, weighing the time in his mind for a moment. “Hang on a sec, and we’ll take it off proper.”

“Right,” Miles said, still vague in a way that made Aaron suspect he wasn’t quite taking in everything just yet. Aaron nodded and got up, leaving Miles to collect himself while he strapped his boots back on and gathered what he needed. The stitches could probably come out now entirely, if he was reading these powers right.

No new updates from Kingpin’s end when he checked, though he suspected that they wouldn’t be lucky enough to have the whole day this quiet. Well, at least they’d be forewarned—if Kingpin did send out a hunting party, Prowler would be one of the first he’d call. And maybe acknowledging it would keep him in the dark for just that much longer.

Miles had made it off the bed by the time Aaron made it back, though he’d dragged the heavy top comforter off with him, draped over his shoulders like a cape. He was slowly rifling through Aaron’s shirt drawer, sleepy movements without any urgency. Even as Aaron watched, he paused to break into a yawn so wide that it seemed to shiver down his jaw and into his shoulders.

Aaron stopped in the doorway to watch him for a moment, feeling soft in a way that only Miles ever seemed to cause, though that only brought back a now-familiar twist in his gut. He didn’t want to lose this, but if he thought about how close he’d come to ripping their lives apart—

Miles turned to look at him and Aaron smiled, doing his best to give him the softness without the looming shadow of guilt. Miles smiled back too; he still looked a tiny bit hesitant, uncertain around the eyes, but that was still better than Aaron could have reasonably dared to hope for. 

“‘m stealing some of your clothes,” Miles told him stoutly, dragging a shirt out from the drawer seemingly at random and holding it up, “since you tore up my shirt.” 

“Take a coat too,” Aaron told him. Prowler’s uniform had enough reinforcement that he wasn’t too bothered by the cold, but by the blanket over Miles’ shoulders, he definitely would be. “Lemme see your back first, though.”

So Miles plopped back down on the bed to let him pull the dressings off and it turned out that _yes,_ he _had_ in fact picked up some healing. In spades. 

“Well, damn,” Aaron marvelled, honestly impressed as he prodded at the cuts on Miles’ back—or the spot where they’d been. They’d pretty much healed over completely, barely-there scars showing only slightly paler in contrast on Miles’ skin. 

“Should’a done this in the bathroom,” Miles complained, twisting like he might be able to see his own back if he just turned his head far enough. “Take a picture? I want to see.”

“Not much _to_ see,” Aaron told him, but obediently snapped a picture and then passed the phone over Miles’ shoulder.

He turned to the head wound while Miles was busy inspecting it; he was a little more careful removing the gauze here, but it didn’t really seem to be necessary in the end. All the blood he found was long dried and the claw marks themselves, though not as far along as the ones on his back, looked nothing like new wounds at all. Completely closed, at least, for all that the new skin still looked a little fresh.

Aaron ran his thumb along the line of now-useless stitches, almost at a loss. Miles squirmed a little, shrugging his shoulder up like he wanted to scratch an itch. 

“Hey, that tickles,” Miles said, but he looked more interested than annoyed. “Those healed too?”

“Mostly,” Aaron confirmed, and started snipping the stitches. “Any luck, they’ll fade out even more in another day or two, but I’d give ‘em at least that long before tryin’ to cover ‘em at all.”

“What, like with makeup?” Miles asked, and he sounded almost uneasy at that. He’d looked away too when Aaron glanced down to check, staring out towards the bedroom door with a very small frown. 

_Careful._

“That's easiest,” Aaron said, working to keep his tone generally unconcerned, “if you want to hide 'em at all.”

"But if I don't— _"_ Miles twisted to look up at him at that, eyebrows drawing together, and Aaron dropped his hands. “You think I should.”

Well, Aaron knew what he _wanted_ to say, and if it was better for both of them—

_Higher standards, goddamnit. Pull it together._

“Depends,” he finally said—this wasn't a conversation he particularly wanted to have, but probably better to get it out in the open. “You gonna tell your parents?”

Miles’ head tipped like the question had surprised him. “About you?”

“About any of it,” Aaron clarified, waving an encompassing hand. “Me, you, your powers—”

“Oh. I, uh…” Miles fidgeted and Aaron resisted the urge to put a hand on his shoulder, “hadn’t really thought about it yet.”

“Well, unless you’re sure you want ‘em to know, I’d cover those, yeah,” Aaron told him bluntly. “Least until they get faint enough that you don’t have to worry.”

“Oh.” Miles said again, and nothing else for a minute, turning back to his staring contest with the door. Aaron gave him a moment and then went back to the stitches, leaving him to mull through whatever thoughts he was stuck on.

He’d finished pulling the last of them and was cleaning off the last of the old blood when Miles suddenly asked, “Does Dad know about...you know?”

He gestured vaguely at Aaron—or the costume, Aaron deciphered after a second.

“Prowler?” he checked, and scoffed when Miles nodded. “Nah, he only knows old news. Would’a arrested me years ago, if he'd got _this_ far.”

Miles stiffened a little at that—maybe just at the idea, but Aaron tried to soften his tone just in case. “Suppose I can’t really blame him now, after what I did to you.”

And wasn’t that just galling—all those years of Jeff bristling up at him, _for Miles,_ he’d so often claimed, and Aaron had always thought he was full of shit. Proven all his fears right last night, though, hadn’t he?

“So if I tell him—?” Miles started slowly, like he didn’t want to finish the thought, and Aaron chewed on his response, wrestling through his options in another quick, internal battle. Not that he had many.

“I’d have to leave,” he finally admitted and blinked when Miles jerked a little, staring up at him with wide, almost hurt eyes. 

“You—?”

“Not that I _want_ to,” Aaron assured him, uneasy as he struggled to straddle the line between keeping Miles happy and giving him the truth, “but I just… I been in prison before, Miles, and I ain’t gonna walk back in there if I can help it. ‘Specially not on Prowler’s charges. Wouldn’t come out again after that, if I made it there at all.”

He figured he didn’t have to elaborate more than that. Miles might've grown up with a cop, but Jeff couldn’t shield him from everything. 

Then he saw Miles’ hands clench in the blanket still draped across his lap and wanted to hit himself. Miles should be worrying about teenage things, homework and dating and all those school worries he’d been so worked up over not even a week ago. Not all _this_ shit.

He sighed and dropped down to sit next to Miles on the bed. Miles slid a little towards him just from his weight and _hell,_ he’d clearly had a growth spurt recently, but he was still so goddamn _small._

“Doesn’t mean you can’t tell them,” he said reluctantly. It felt like he was stumbling through a dark room without his night vision, trying to feel his way through to the right answer. “I’m not tryin’ to...to scare you into keepin’ quiet, nothin’ like that. Powers like these, it’d be good for you to have people to go to. And you could still call me, when you needed.”

“I don’t want you to go,” Miles said, low and stubborn like he was prepared to argue the point if he needed to, and Aaron tried not to sag under the sheer relief. “If telling them means—”

“Can still tell them about your powers without tellin’ ‘em about me,” Aaron pointed out—not that _he_ thought it was the best idea, but that wasn’t what mattered right now. And it made Miles pause and think, and that was the point.

“Dad never liked Spider-Man,” Miles finally said, scratching at the back of his neck in a quick, fidgety gesture. He grimaced slightly when Aaron turned to see his face more clearly. _“Hated_ him, and these powers—”

He broke off and Aaron’s stomach dropped. The powers wouldn’t really be the problem, he suspected, but the fact that Miles was, at his core, the sort that would want to _use_ them, even to do good? Yeah, that wouldn’t go over well at all. 

Still, he knew Jeff. And if there was one thing Aaron didn't want Miles doubting, it was that he was _loved._

“He didn’t _know_ Spider-Man, though, did he?” Aaron pointed out, and nudged Miles gently with his elbow at his dubious look. “Take it from me, Miles—it’ll be different if it’s you.”

Miles’ eyes widened before flicking down, his frown more thoughtful than before. “Yeah, maybe. Or just a different _kind_ of mad.” 

Well, that was true too. But Aaron had put forward some options for him to think about, at least, and if he was honest, he didn’t really want to push him too hard in that direction anyways. 

“Don’t gotta make all your decisions right this second,” he hedged. He couldn’t really help too much with that aspect of it, anyway—if he got visibly involved, Jeff would only dig his heels in deeper. “Just want you to remember that you got options, that’s all.”

Miles gave him a _look:_ sharper than he usually went, like he was starting to pick up on some of the things Aaron wasn’t saying. Aaron kept himself loose and relaxed, expression as open as he could make it, and slowly the tension seemed to loosen again. 

“Alright,” Miles sighed, and offered him a smile that Aaron thought looked tired, but genuine. “Thanks, Uncle Aaron.”

 _Least I could do,_ Aaron almost said, but that wasn’t exactly true. He scuffed a light hand over Miles’ hair instead, sweeping back to rest at the back of his head, and he actually felt Miles relax a little more, swaying as Aaron gave him a gentle shake by the nape of his neck. 

“Enough’a that talk,” he said, because the sky outside was slowly, but steadily beginning to lighten, and they still had so much to do. “Put some clothes on, would you?”

Miles shoved him in the side, but he’d huffed a small laugh too, so Aaron counted it as a win. “It’s _your_ fault I haven’t got any.”

True enough—but Aaron paused as he realized another issue. “You’re gonna need another costume. Or another mask, at least.”

Because the cheap costume shirt was buried in the trash now and the mask... Aaron hadn’t gone looking for it yet, but he could imagine just how much he’d damaged that too. Miles’ eyes narrowed like he was thinking it through and Aaron offered, a little reluctantly, “I’ve got some...old _things_ that might work, but most of it probably won’t fit.”

 _Probably_ being an understatement. Miles had a similar build, but he still had a lot of catching up to do otherwise. More than that, though, it just didn’t quite _feel_ right. Considering what he’d built off those early pieces, in comparison to what Miles was setting out to do…

It was silly, but he was glad when Miles shook his head.

“Thanks, but I think—” he broke off for a moment, giving Aaron another one of those new, almost piercing looks. Whatever he saw seemed to satisfy him, because when he continued, he said, “We went to see Peter’s— The old Spider-Man’s aunt, I mean. She might have something I can use.”

The words sparked up Aaron’s spine, satisfaction and worry both, because Miles had _trusted_ him with that—but Kingpin was already onto them.

“Alright then,” he agreed, but made a mental note to at least find Miles something to cover his face on the way over, just in case. “Get dressed, and then let’s talk about what we’re doin’.”

Miles nodded, a serious determination on his face that Aaron carefully did not smile at, and Aaron left him to it, heading for the kitchen instead.

They’d spent more time talking than Aaron had accounted for—his own fault, but the sooner they made contact with Miles’ friends, the better off they’d all be. After quick deliberation, he went to rifle through the cupboards for some meal bars instead: not the nicest option, but he often didn’t have time for much else, on Prowler’s jobs.

Miles might be able to snag something else from Parker’s aunt, too, though Aaron wasn’t about to fool himself about the welcome he’d be receiving. 

He heard Miles out in the apartment before he managed to dig more out—and when he turned around, he found that Miles had taken a seat on the couch, costume pants now gone and one of Aaron’s t-shirts loose over his shorts, the blanket still draped over his shoulders. 

He’d also picked up one of the gauntlets Aaron had left there, lifting it to examine the claws curiously. 

Aaron’s heart _skipped._ It was a little like the time Miles had almost walked himself backwards into traffic, or the time Aaron had found him tripping over one of the replica swords he’d managed to draw. He actually bit his tongue to avoid barking something _way_ too sharp; Miles knew better than most now how dangerous the claws were. 

“Careful,” was what he managed in the end. “Can’t tell you how many times I spiked myself with ‘em when I first started out.”

Miles darted a glance his way, straightening a little at Aaron’s voice, and then he ran his fingers very carefully over the point of the smallest claw, pressing until the joint began to curve down. “When _did_ you start?”

Aaron forced down the nervous urge to take it from him and frowned a little at the question, turning his thoughts back. God, it’d been a while, hadn’t it?

“Decade ago, maybe? Little less,” he estimated, grabbing a handful of bars and tossing the rest of the box back into the cabinet. “If you’re askin’ when the claws came into it, anyway.”

He sat down with Miles on the couch, flicking one of the bars into his lap. Miles only glanced at it for a second before he turned his attention back to Aaron, almost expectant.

“Just wanted ‘em for climbin’, to start,” Aaron found himself saying, resting his elbows on his knees as he stared at the lone gauntlet on the table. The cuffs were still where he’d left them and he leaned over to grab them, fixing them back to his wrists. “Burglaries, mostly, Break-ins and such. And then Spider-Man was already swingin’ around, people in costumes poppin’ out left and right—Prowler just sorta came natural.”

“But _...why_?” Miles asked quietly, eyes almost pleading. 

And Aaron—

What a question. He picked up his cape instead of answering right off, trying to calm his too-quick heartbeat, the uncomfortable flush of heat under his skin. He couldn’t quite name it, but it made him itch in ways he didn’t like. 

“More complicated than I think we have time for, Miles,” he sighed, and caught it when Miles’ shoulders hunched, his head ducking down just a little. 

_Goddamn it._

“Funny thing, there weren’t a lot of places lookin’ to hire after I did my time,” Aaron restarted—abrupt, he knew, but he’d never wanted to talk about any of this with Miles. Or at all, really. He kept his chin tucked to his chest, his eyes on the cape; he couldn’t quite make himself look at Miles’ face. “Had to make ends meet somehow, and there were _plenty_ of places open then, once you knew the way in. Some that deserved it, even. And once you get good enough at jobs like that, people start comin’ to _you_.”

And look at that. He’d even managed to keep it truthful, for a given definition of the word. But it still barely scraped the surface of what was there.

Like the fact that he’d been stealing _long_ before Prowler had been a thought in his head, before he’d ever gone to prison, even. He and Jeff hadn’t grown up the best, sure, and there _were_ plenty of places that deserved to get hit, which was usually his preference. But he could admit that a lot of what he’d done back then, he’d done because it was something he was good at, something he _enjoyed._

But how was he supposed to say _any_ of this without chasing Miles off? He knew how it sounded—the sheer _rush_ of it, creeping in places he wasn’t supposed to be, taking things without anyone any the wiser. And the first guard he’d killed on a job had been an accident, yeah, but he couldn’t say that for _all_ of them. Kingpin’s jobs weren’t even his usual sort, but the pay had been good enough that he hadn’t cared, not until Miles had come into it. 

Funny. He’d always thought that he’d come to terms with who and _what_ he was, but faced with the prospect of trying to put those shadowed corners of his mind into words? For _Miles?_

Aaron grimaced, his stomach hardening into a lump of dread just at the thought. And Miles was still just _watching_ him, big brown eyes and that worried little crinkle between his brows. Like he was worried _for_ Aaron, not _about_ him or what he might be up to, and that—

Fuck. This goddamn kid. What was Aaron supposed to do with that?

“So if we… _After_ we—?” Miles started, and then broke off, like he couldn’t quite phrase what he wanted to ask. Aaron could guess well enough, though.

“Well, we’re not doin’ _this_ again, that’s for damn sure,” Aaron said, reaching out to tap a thumb against the healed claw marks. “So if you’re the new web-swinger, guess I’m gonna have to find some other work.”

There. He knew he’d hit the right answer when Miles relaxed, peeking out from under his hand to smile at him. At least Aaron had been able to soothe that particular worry. 

And little as he liked it, he knew he’d need to follow through. His legitimate options were still pretty damn limited, but he’d have to work _something_ out. Didn’t matter how sneaky he was—if Miles was taking Parker’s place, then that route would put them on opposite sides at some point, and Aaron _wasn’t doing it._ He’d had a taste of the end result and...no. Just no. 

So _other work_ it was, because unless he wanted to try and bring Miles over—

He slapped that thought straight back into the pit it had come from. Hell, that’d be almost worse, in a way, dragging Miles into his business. If he ever managed it at all—Miles was a lot of things, rebellious and unsure in equal measures, but certain things about him, Aaron knew, were unshakeable. His heart, for one, and there were fucking _limits._

“How about a job as a Spider-Man coach?” Miles offered, oblivious to Aaron’s overactive mind, hopeful eyes crinkling like he was inviting Aaron into some inside joke. Aaron let it lighten his own expression a little.

“Yeah?” He raised an eyebrow and then looped his arm around Miles’ neck and tugged him in, scrubbing knuckles over his head only a little more gently than he might have before. “Don’t think you can afford my rates, lil man, but maybe I’ll make an exception.”

“Aww, get off,” Miles growled, though he ruined the effect with a soft puff of laughter, and Aaron let him tussle for a few seconds before letting him go, wincing from a careless elbow to the gut. Damn, kid could hit now.

“Eat,” Aaron ordered, swiping the gauntlet from Miles’ hands and then scooping up the forgotten bar from the couch to chuck it into his chest again. He hooked his hands back into the gauntlets as Miles fumbled with that, half an eye on Miles’ reaction as he stretched and curled the claws. He didn’t seem to be paying them any special sort of attention, though. “So. Parker’s aunt, you said?”

“Mhm,” Miles managed, cheeks bulging around half the bar in his mouth.

“Suppose she’d be useful for resources,” Aaron acknowledged, “but it wasn’t your sneakiest choice either. Octavius' been pushin’ to send men her way since last night.”

He realized his mistake when Miles choked slightly around the food in his mouth.

“They ain’t _done_ it yet,” he hurried to say, wincing as Miles coughed and swallowed hard. He waited until Miles looked at him with watering eyes before tapping his earpiece in explanation. “I’d be the first he’d call for that, so we got some time. But whatever it is you’re doin’ there, I’d make it quick.”

Miles was already squirming up from the couch.

“We gotta warn them,” he piped up, urgent and squirrely like Aaron hadn’t been herding him along to do exactly that, and Aaron snorted at him for it.

“That’s the plan,” he pointed out dryly, and then snagged Miles by his shirt collar as he leapt by like he was going to dash for the front door. “Nuh-uh, jacket first—somethin’ with a hood. And—”

He paused as he tried to figure out how to say it, and that, for some reason, was what made Miles stop prancing in his grip like a nervous colt and actually look at him.

“You thought about how you’re gonna explain…?” Aaron waved a clawed hand to encompass the space between them, and his own costume. “Don’t want any fight with your friends either, if we can help it.”

“I...figured I’d just tell them you’re my uncle?” Miles offered, eyes flicking over Aaron’s face like he was checking for reactions, and so Aaron held in his grimace at the thought of unmasking for strangers, in any sense of the word. It was probably the only option, though; he doubted they'd let him near, otherwise.

“That gonna be enough?” he asked. He’d be going with Miles either way, but the kid might not have considered just how poorly things could go. Miles did blink at that, but then his eyes narrowed.

“It’s gonna have to be,” he said—which wasn’t really an answer, but Aaron had certainly given enough non-answers himself. Besides, he knew that mulish expression. Miles didn’t do it often, but the rare times he chose to dig his heels in, he’d argue ‘til he was blue in the face. 

“Alright, then.” Aaron gave in and let go of Miles’ collar, nudging him towards the bedroom. “Let’s get a move on.”

Miles darted away and Aaron watched him go before giving the room one last once over. He just needed— Ah.

He trudged over to where he’d left his mask discarded on the floor; there were trails of blood here and there too, dry sprays of droplets that he hadn’t thought to clean last night. He wasn’t usually on a scene long enough to care about the mess. Something else to handle later on.

He didn’t let himself hesitate as he fixed the mask back on, letting the interface flicker on and the modulator reconnect. He felt _odd,_ though, hyperalert and sensitive in his skin, the way he might have done years ago when he’d first started out. He’d lost that nervousness quickly, fallen into a groove—but then, he couldn’t stay in that groove anymore. Miles needed to be the priority here.

He shook himself out, settling into the moment, but as he started to turn away, something caught the corner of his eye, a flash of color where he hadn’t expected any. 

Miles’ mask, he realized when he sidled closer for a better view and, after a split-second’s hesitation, he knelt to pick that up as well. Maybe not quite as damaged as he’d thought, as he turned it in his hands, but the three long rends along the side, ragged and bloodied, were more than enough warning in themselves. 

_Careful,_ he reminded himself, breathing deep. He couldn’t pretend he didn’t know the consequences, this time.

He heard the slightest scuff of footsteps and glanced up in time to see Miles stumble to a halt in the doorway, eyes very wide. The hoodie he’d pulled on was too big on his frame, the hem too long and the sleeves rolled back. Prowler kept his motions slow and steady as he stood, giving Miles the chance to look him over from a distance.

It still twinged something low and foreign in his gut when Miles visibly steeled himself before he stepped forward, but then the kid surprised him by coming right for him, peering up at him like a wary kitten approaching a large dog.

“This is still so _weird,”_ he breathed, circling around him in a quick, fidgety appraisal when Prowler didn’t move. His head was tilted when he came around the other side, his eyes bright with what looked like interest, though his movements still seemed too jittery to be fully relaxed. “Why do you even _have_ a cape?”

“Distraction,” Prowler rumbled, and watched Miles twitch at his altered voice, eyes flying wide again. “Draws the eye in a fight. And a few other tricks.”

“Huh,” Miles said, almost under his breath, and Prowler eyed him, trying to gauge his reaction, to decide whether they’d even be able to run together like this. But then Miles straightened himself up like a challenge and smirked—just a little, but clear. “So, not just ‘cause it looks cool, then?”

Prowler let himself huff, only barely audible through the mask, but worth it when it made Miles smile for real. 

He froze when Miles reached out, though, wrapping thin fingers around his oversized claws and tugging his hand out between them as though to examine. He’d already seen them up close—trying to prove something? Miles’ voice was carefully light when he added, “I mean, I can admit the aesthetic’s—”

He broke off when Prowler slipped the claws out of his grip, and then stiffened like a startled deer when Prowler reached very slowly towards him. But he didn’t bolt, and Prowler settled his claws very gently on Miles’ head, small and so terribly fragile under his hand.

“Alright?” he asked, very soft, the word strangely unfamiliar in his mouth. It wasn’t a question he would have bothered to ask anyone before, not as Prowler. 

There was a second of silence that settled over him like a weight before Miles’ stiff shoulders finally loosened, first a fraction, then a little more. He nodded, a little bob under the claws. 

“‘Course,” he said, tone light, bravado that even now he hadn’t quite learned to front properly. “You don’t scare me.”

And that was probably at least a little bit a lie, but Prowler would have taken that as more than enough for the time being. Except then, as though to prove his point, Miles leaned in and hugged him, arms wrapping tight under his ribs and forehead pressed to his chest.

Prowler’s heart skipped, a flurry of conflicting impulses sparking up his spine. He wrenched them all down and hugged Miles back, hand on his head and wrapping around the back of his shoulders to hold him tight. Because he didn’t know if this was an attempt to prove something, or a desire for comfort, or just Miles being Miles, loving to a fault, but if a hug was what he wanted right now, then a hug he would get.

_God, this kid._

Miles drew back before he could sort through the tangle of words in his throat, not helped by the habit of silence he'd worked for in the mask. Miles' eyes were almost suspiciously bright, but he only quirked his head at the front door.

"So, do we get to ride the bike?" he demanded, a thread of real eagerness in the question, and Prowler could only shake his head in exasperation, mostly at himself, helplessly charmed and unwilling to fight it. 

"Sure, Miles," he sighed and didn't bother to stifle the smile under his mask when Miles did a tiny fistpump at his words. "We can take the bike." 

He'd been planning to already, but even if he hadn't, Miles' visible delight just at the thought probably would have been enough to change his mind. Shit. Had he always been so goddamned _soft?_

He suspected the answer was _yes._

  
  


**Notes for the Chapter:**

> So, the chapter count went up because of this asshole. 
> 
> Like, I love him, but he's an amoral asshole mercenary who's entirely willing to murder children when it suits him. But he capital-A Adores this ONE SPECIFIC CHILD, so my brain has decided he's the best thing since sliced bread. 
> 
> AKA I had a lot of fun writing this chapter; it's interesting trying to balance the mindset, especially since all i want is Soft and Warm. Still room for improvement, but I'm a little less tentative about writing all the fics I had planned from his POV
> 
> In regards to the occasional references to backstory that he made, like starting as a cat burgler and going to prison - a lot of that came from the comics (or summaries of the comics. I'll probably never actually read them, bc comics are expensive and honestly comics-Aaron sounds like an even worse asshole without the few redeeming qualities). 
> 
> But the movie leaves a lot of gaps to fill in as we like. So random headcanons and other people's ideas will get mixed in there. I'm also choosing to assume that Prowler was for hire, and Kingpin just grabbed all the supervillains he could find for this long collider job, as opposed to keeping all of these guys on payroll. Cause that'd be expensive.
> 
> Likewise, Miles' healing factor - I couldn't really find much on Peter's healing? But old comics have Peter healing from a gunshot wound after a night's sleep, so it's pretty dang quick. 
> 
> Next chapter's back to Miles! But also - kind of considering switching to Peter B.'s POV, at least for part of it? Like, maybe just in the middle. For maximum 'what-the-fuck'ery of Prowler's general presence, since we're bouncing person to person anyways.  
> Anyone who's read down this far! Opinions? Would that sort of switch be annoying to you?


	3. Chapter 3

**Summary for the Chapter:**

> Miles, becoming, and Peter, believing.

**Notes for the Chapter:**

> Sorry, this one took a while. Both because I was making myself finish a chapter for another fic first, but also because I'm still not quite happy with this, even now. But at some point you just gotta go for it, so... here we are. 
> 
> Though on that note - would anyone be willing to be a beta reader? Could just be for the last chapter for this fic, or possibly also for numerous other Miles&Prowler fics, as willing. I always feel more comfortable posting with someone else looking it over.  
> EDIT: thanks for all the volunteers! I appreciate you guys being willing to help :) 
> 
> Anyways, more lengthy rambling about random story information at the end, absolutely feel free to skip. But if you see any mistakes or have suggestions, please let me know.

So it turns out that Prowler's bike is actually pretty awesome when Miles isn't trying to escape it on foot.

Well, that's probably true for a lot of things about the Prowler. It probably also helps that Miles feels _good,_ better than he has in days, really. His headache is gone, and his cuts don't even hurt, and while he's not a big fan of waking with the sun—or before the sun, in this case—he's still not nearly as sluggish as he'd felt last night.

The wind's sharp this early in the morning, but Miles has his hood up and a scarf wound over his nose and mouth—as a disguise first, but it also doubles for keeping him warm, so he's able to just enjoy the ride. And he is: Uncle Aaron has a normal bike, too, that one he's taken Miles out on before, but this is something else, high tech, fast, and smooth.

Uncle Aaron drives it a little wilder than he was ever willing to do with Miles before, as well, whipping around corners and dodging past traffic with what seems like barely a thought. He thinks maybe Uncle Aaron is pushing the speed a little for him, a bit of fun before the seriousness sets back in, and it's a small thing, but Miles appreciates it.

He's...not _scared,_ of course not, but maybe a little bit nervous about talking to the others.

It's silly, he knows that. He'd taken a quick second when Uncle Aaron had sent him to bundle up to stand alone in the bedroom and just spark, pull his power to his hands just to prove he could. And then invisibility, just to try, and that had come too, like pulling a hood over his head and peering out at the world from under the shadow of it. Like all he'd needed to do was _believe_ it would happen.

So it's not like he's going to get there and suddenly fail again; he knows that he can do it, now. But that doesn't mean he's anywhere near caught up, either. He can't fight like the older spiders, or program like Peni, or move like Gwen, and if they want all of that too—

But he _has_ to do this. So maybe the simplest explanation for his worry is that they still won't let him.

And that's without adding Prowler to the equation. Miles still can't really predict how that's going to go, whether it'll eventually act as a point or two in his favor or just set the rest of them against the idea of his help entirely. Uncle Aaron had sure seemed to think it would at least be an argument.

Well, it's one thing Miles is willing to argue for.

Walking from May Parker's house to Uncle Aaron's place had seemed to take forever last night, a walk of shame that hadn't helped him work out his thoughts at all. Flying by on the bike, though, it feels like it takes no time at all before Uncle Aaron slows to a speed that doesn't completely blur the world around them.

"We're not—" Miles starts to call up to him when he gets a better look at where they are—definitely not the right neighborhood—but Uncle Aaron just flicks a glance over his shoulder between the spikes of his cape: quick, but clear enough acknowledgement that Miles leaves the rest unsaid. He'd given up the address before they'd left, anyways; Uncle Aaron knows where he's going.

He has a better idea of what's going on when Uncle Aaron slips them into a tight alley and slows to a stop. Prowler's bike _is_ a little conspicuous, he supposes.

"Not afraid someone's gonna steal it?" he asks, only half joking as Uncle Aaron cuts the power. He feels the shift of Uncle Aaron's back, like he might have either laughed or sighed, though whatever noise it is doesn't make it past the mask.

"Got its own defenses," Uncle Aaron says, every word gruff in that altered rumble, and Miles quickly shrugs off the prickle of wariness that he hasn't quite managed to lose yet.

It's almost a little annoying, because there's no one solid cause that he can point to. The voice a little, he thinks, but it could also be the spiky silhouette or the opaque glow of the eyes. Or maybe it's just the way Uncle Aaron moves when he thinks Miles isn't watching, the set of his shoulders like he's ready to lunge. There's something unfamiliar about it, something almost predatory that makes Miles keep one wary eye out for all that he knows the danger's gone.

It's kinda like the shape of his shadow at the window: familiar one moment and _wrong_ the next, and Miles hasn't quite managed to classify both as safe yet.

He's _trying_ —he believes that Uncle Aaron is sorry for hurting him, trusts that he actually does want to help. Miles wouldn't be taking him to the others if he didn't. Peter will probably say he's _too_ trusting, but Miles isn't willing to give up on this just because he's feeling a little gun-shy.

And he knows Uncle Aaron's trying too. He moves slow and careful when he knows Miles _is_ watching, keeps his voice soft and his claws gentle. And Miles wants to hate the fact that he's being babied, but...it does help a little, gives his heartbeat a chance to slow down when it jumps without his permission.

He's pretty sure it's not just him, anyways. Uncle Aaron seems to relax a little more every time Miles reaches out to touch him, or even just talks to him, for all that he doesn't always talk back. So maybe they're both a little nervous in different ways, but that's kinda comforting too.

Still. _Defences_ could mean anything, now that he thinks about it. He looks the bike over a little closer as they both slide off, trying to pick out anything that might count.

"Nothin' deadly," Uncle Aaron assures him a second later, something like amusement tinging the mechanical flatness of his voice towards warmth.

Miles turns to frown at him for the teasing—if he hadn't wanted it to sound suspicious, then he shouldn't have _said_ it that vague—but Uncle Aaron just blinks at him, long and slow like a lazy cat. Miles honestly can't tell if he's laughing or not.

And then abruptly, he very much hopes that the answer is _not,_ as he remakes a few connections that he hadn't had the space for last night.

"But you've killed people before," he says before he can think better of it. It comes out as much an accusation as a question, because he's not sure he _can_ believe it if Uncle Aaron says otherwise.

But Uncle Aaron stops moving again, a split-second freeze; what had felt watchful last night with the mask off feels almost _dangerous_ to Miles with it on, like catching sight of a predator holding stock-still in tall grass. Miles' spider-sense stays dormant, though, not even a tickle of danger, and that does a lot to help him hold his ground.

"Yes," Uncle Aaron agrees, and then nothing else, like he's waiting for Miles to decide what he wants to do with that.

What _is_ Miles supposed to do with that?

He bites the inside of his lip a little too hard, shifting back and forth on the balls of his feet as he fights the restless urge to move. He thinks maybe he's supposed to be _angry,_ supposed to yell and demand answers, but he's somewhere heavier than that right now, a conflicted tangle lodged in his gut like a rock.

Maybe it's because he can't really say it's a complete shock, not anymore; he's known it pretty much since Uncle Aaron first pulled his mask off, since Uncle Aaron had tried to kill _him,_ even if he'd pushed it out of mind for other things. He can probably even guess some of the reasons Uncle Aaron might give him for _why,_ at this point. He's just…

"Doesn't it _bother_ you?" he asks instead, because Uncle Aaron had admitted it freely, is still just watching him. Miles has no idea what killing someone is like, doesn't _want_ to know, but he thinks if it were him, he'd feel guilty, or ashamed, or _something._

And the question does at least seem to give Uncle Aaron pause. He stays quiet for a few moments, anyway, like he's thinking it through. It's hard to read him any more than that past the mask, and Miles forces his breathing to stay steady past the tightness in his chest.

"It used to," Uncle Aaron finally says, each word slow and reluctant in Prowler's heavy tones, "but y'learn to get over that quick, or you don't make it long in this work."

Miles' stomach sinks, and maybe his heart goes with it. "That shouldn't be something you just _get over."_

"No," Uncle Aaron admits quietly. He's drawn a little away now, stiff and avoiding Miles' eyes. Miles watches him flex one set of claws down by his side before he says, "I can tell you I try not to, when I can. But if you're lookin' for me to say it was only ever accidents, or that I didn't know what I was signin' up for here… I can't do that, Miles."

Miles swallows—he feels oddly shaky, his mouth too dry. He's always known Uncle Aaron had done some bad things in the past, his dad had made that clear enough, but there's a difference between a bit of trouble and _killing_ _people,_ and even knowing about the Prowler it's like he's struggling to fit it into place.

He'd thought—

Well. It doesn't matter what he'd thought, does it. Not when it's clear that there's so much he just never knew.

"I don't enjoy it," Uncle Aaron says after a few seconds, before the silence can stretch on even further. He seems to make a point of looking back and holding Miles' eyes then, his voice low and firm even past the distortion. "I ain't gonna lie and say it tears me up, 'cause you're quick enough to know better. But you don't gotta worry you'll catch me doin' it for _fun,_ or any'a that nonsense."

"I don't want you doing it at _all,"_ Miles blurts out, the words spilling out before he even really realizes what he wants to say. Uncle Aaron blinks down at him and Miles squares his shoulders under that stare. His heart's going too fast again and his stomach is a shivery sort of queasy, but this is _important._ "You can't kill anyone else. If we're doing this together… No more killing."

He nearly says _please_ and then bites it back instinctively. He's not _asking._ He does still want Uncle Aaron with him, yes, he can't lie to himself about that. Even now, even knowing that he's killed before, and maybe that says something not so great about Miles, another problem atop a growing pile that he'll have to struggle through later.

But this, right here: this is still a line.

"I kinda figured," Uncle Aaron says, slow like he's not quite sure why Miles is being so forceful about it. "Already said I wasn't gonna make you have to _...deal_ with me, and that's part of the same."

"Promise," Miles insists, because Uncle Aaron hasn't full out said that he _won't_ yet, and Miles needs to hear it.

"I promise," Uncle Aaron says evenly, his face still hidden, but the glowing eyes of his mask holding Miles' gaze. "No more killing."

Miles lets out a breath at that, the straight, immediate agreement instead of the argument he'd half expected. That's something, right? That's good. Not the sort of promise he'd ever thought he'd have to extract, but the thought of Uncle Aaron trying to fight him on it is still much, much worse.

Uncle Aaron shifts on his feet, the closest Miles has seen him to fidgeting in costume, and then steps in closer and reaches for him, slow and obvious enough that Miles could step away. Still so careful, like he's trying to avoid any semblance of a threat. And Miles still feels a bit shaky, twitchy in his own skin, but he doesn't want Uncle Aaron to think he's still _scared,_ either.

So he holds still and Uncle Aaron's hand lands carefully on his shoulder, the cold metal and sharp claws muffled by the thickness of Miles' hoodie.

"I can't take back what I've done, I know that," Uncle Aaron says quietly, squeezing Miles' shoulder and then drawing back again when he looks up. He looks almost smaller, Prowler's sharp, fierce lines somehow hunched down into something that doesn't make Miles' heart jump just to look at him. "And I let you down, I know that too. But I'm gonna do better now, Miles, I swear. I'm gonna _be_ better."

He sounds earnest enough too, even with his voice so distorted, and the words do ease a little of the lingering weight in Miles' chest. He's trying. Maybe that shouldn't be enough, but Miles isn't willing to throw it back at him either.

"Alright," Miles acknowledges with a sigh, accepting the promise and the comfort both even if he knows this probably isn't the last time it'll come up. The tight knot in his belly unwinds just a little and he watches as Uncle Aaron's stiff shoulders seem to loosen in turn.

Then Miles breathes deep, shaking his hands out and pulling all his focus back to their more immediate concerns. Freak-outs later. They are on a time limit, here. "So. We walking?"

He's mostly joking, trying to shake out of the mood he'd brought on, but Uncle Aaron, after watching him for a moment longer, just tilts his head back to look up at the tops of the tall buildings on either side of them, and— Oh.

Miles peers up at the edge of the rooftops and then looks down at his own wrists, the borrowed web-shooter peeking out from the rolled cuff of his sleeve. Spider-Man would be able to get up to that roof, easy.

Uncle Aaron looks back down at him, a question in the very slight angle of his head.

"Go ahead," Miles tells him, managing to sound more confident than he feels. He squints up at the wall, bouncing a little from foot to foot. He's swung before—he'd done well at it, even. This can't be any harder. "I'll be right behind you."

Uncle Aaron nods, unquestioning in a way that's almost a little flattering, and then _moves,_ a crouch and leap so quick he nearly blurs, boots flaring as they ignite. Miles watches close as he hits one wall and springs immediately to the opposite, ricocheting himself easily up to the top.

Miles glances at the space between the walls, considering—a week ago and he'd have said they were too far apart for that sort of thing, but while he's never really stretched his powers, he's pretty sure he can at least match Uncle Aaron's jumps. Or at the very least he can just walk up, as long as he doesn't stick—

"Miles," Uncle Aaron says—he's crouched, looking down from above like a too-bright gargoyle, claws curled over the edge and cape draped down it like a tail. He settles in lower when Miles looks over at him, like he's prepared to wait as long as he needs to, and says, "Stop thinking. Just _go."_

 _Stop thinking,_ he says, like it's that easy, as though the last time Miles had tried to jump rooftops he hadn't—

But it's different. He _knows_ it's different. He's got webs to catch himself on if he needs them, and nothing important in his pockets to break. And this time he's not alone either; Uncle Aaron could catch him even if he didn't have the webs. This is the basics, Spidering 101. He can do this.

Still, with that memory in mind, he ducks down real quick to tie his still-loose shoe. _Guess you were right about that, dad._

Then he sets his feet and— _don't think, just_ _ **go**_ —sprints for the wall, coming in at an angle, and when he _leaps_ —

He goes farther than he expects, a wild upwards spring that launches him high. And it's a little like that jump he'd made without thinking to dodge a car, or that first successful swing. Instinct kicks in for a movement that should be anything, but instinctive as he hits the wall and the next step takes him _up_ , feet sticking just enough that it's as simple as running across the ground.

He makes a noise without meaning to, garbled and wordless as the ground falls away in the corner of his eye and all his words tangle in his throat, excitement thrumming through him bright and shimmering like his lightning. And one success makes him brave enough that when the idea pops up, he kicks off, leaping to the opposite wall like Uncle Aaron had done.

And it's _easy._ His stomach lurches as his feet leave the wall—he's already higher up than he'd realized and _okay,_ that wall _is_ far—but he barely has time to realize all this before he hits the other side, and with that momentum it's easiest just to carry on jumping.

He only has room to bounce back and forth twice more before he hits the top; he vaults himself up over the edge and tumbles onto the roof, laughing a little as he steadies himself.

"That was so _cool,"_ he says to Uncle Aaron, bright, wild bubbles rising up in him that want to come spilling out, leaving him hopping and swaying from foot to foot. He knows it isn't really any more impressive than the swinging he'd managed before, but it all still feels so unfamiliar that it's hard not to get excited over every new thing.

Uncle Aaron doesn't seem to mind anyways, for all that he must've been doing this sort of stuff for years. Miles thinks he's starting to catch the cues, the minute shifts of the mask that still give him away, and so he's pretty sure that Uncle Aaron is smiling.

Miles twists to stare at the rooftops laid out around them, all new paths suddenly clear to his eyes. And with even just this one web-shooter—

He can't sit _still_ —he feels better than he has in days, and the sun has started to rise, flares of pink and gold across the sky that only bring his mood higher. He traces the path to May Parker's house in his head, matching it vaguely to the rooftops he can see, and so when Uncle Aaron straightens up beside him and the idea sparks, he feels just confident enough to challenge, "Race you?"

Uncle Aaron's blank, white eye lenses narrow in apparent consideration, though not for all that long. "You're on."

And then, without waiting another moment, he launches himself off the edge of the roof, hitting the next building with ease.

"Hey!" Miles protests. "Cheater!"

But Uncle Aaron clearly isn't going to wait and so Miles takes off after him. Three steps in and he hits the edge himself, and he's just distracted enough that he barely thinks about the leap, the gaping stretch of the fall that passes beneath him, until he's already hit the other side.

Uncle Aaron's already off though, bounding away across walls, windows, and streetlights, cape flaring behind him. And Miles can't say web-swinging is perfectly natural yet, but he _knows_ it now, and so he throws a web out on the run, only barely checking to see if it hits before he's off, the world flashing by in a blur.

 _Thwip, release, thwip, release,_ Peter's voice a chant in his head, and he's feeling it out, picking up speed, whirling himself around corners and obstacles. And, he thinks, he might be starting to catch up.

"Yeah, you better run!" he hollers after Uncle Aaron, a whirlwind flash of purple ahead of him, and he flings himself off the next web with abandon, the wind from the speed of his movement alone threatening to pull away his scarf and hood as he dives full tilt into the chase.

If this is how they're gonna play, Miles decides, giddy from the rush, then he's got a few tricks up his sleeves, too.

* * *

Feels weird, being in Aunt May's house again.

Part of that weirdness is the familiarity; Peter had spent most of his childhood here. A good amount of adult years, too. And this universe's Peter had been similar enough—this _May_ is similar enough—that he doesn't even get multiverse differences to act as a buffer. Not enough to matter, anyway.

His Aunt May had died years ago; he'd had time for grieving, but he knows better, now, than to think he'll ever really be _over it,_ as it were. And so this house—

He'd relax for a minute, thinking that maybe he had a handle on it, and then he'd see something small, like a stain on the carpet, and think _oh hell, I remember that, Aunt May was so mad_ —

And then he has to take a minute to resettle himself, because Aunt May's _gone_ —except she isn't, she's right there, familiar footsteps in the next room. But not his Aunt May, no matter how familiar she feels, and Peter has never wanted to talk to MJ so bad in his _life._

Not going to happen, he knows that. This isn't even his universe, and this Peter's MJ...well, he knows just how cruel that would be.

So it's doing a bit of a number on him, this place. Peter's man enough to admit that. His heart feels nearly as bruised as his body after that glitched fall through the trees, and _god,_ he just wants to sleep.

May had offered his old— She'd offered _her_ Peter's old room last night, but he hadn't been able to stomach it, had foisted it off on Gwen instead to share with Peni if she ever came in from her coding. And so now here he is, trying and failing to sleep on the couch with two other versions of himself—one a black-and-white detective and the other a _pig,_ seriously, what the hell—sacked out in different corners with stray blankets and pillows.

Funny. All the tiny things he'd remembered about this house, and he'd forgotten just how uncomfortable this damn couch had been. Or is it just him that's changed? He hopes not. Makes him feel like an old geezer, grumbling about his back.

But either way, it's a long night of twisting and turning, and he's probably not helping things by perking his ears up every time he hears footsteps outside, either. Though that does mean he hears it immediately when Aunt May gets up in the morning, waking with the sun the way she always has. After a few minutes, he kicks off the blankets and joins her, scrubbing his fingers through his hair.

He knows when she sees him: the very slightest pause, the way her hand tightens on the handle of the kettle she's about to boil. She's been handling it well, but her Peter had died only days ago, and coming from the other direction, he knows—

Well. It's hard not to hug her, that's all.

He doesn't, though. He's not _hers,_ and he's pretty sure she's been keeping some distance for exactly that reason. And if he's just going to go back to his own universe today, anyway...

 _If._ He shakes the thought away.

"Peter," Aunt May murmurs, offering him a small, tired smile, and he moves to help her with the morning routine without thinking about it.

"Morning, Aunt May," he sighs. Then it's quiet between then for a few long moments, and Peter's never been great with quiet, himself. But they'd already touched on the big, multiverse-shattering info last night, and so now he's struggling to find something that isn't too much, too soon first thing in the morning. His mind turns automatically to the other problem that had kept him up. "I don't think Miles came back last night."

Not unless he went straight out to the shed, and Peter's pretty sure he'd have heard that as well. And okay, he does feel a little bad about the way last night had gone, even if none of them had been exactly wrong in the things they'd said. He'd been in those beginner shoes once, in a way, and he knows he wouldn't have handled that well either.

"Give him time," Aunt May advises, and Peter nods because of course he'd planned to. He's known Miles long enough to believe that the kid's not going to just take off and leave them.

But time is the one thing they're short of, and coming back is one thing, but being _ready?_

Well, Peter will wait and see. Miles had picked up swinging like a champ, and maybe last night could have given him something of a push, even if it's just the drive to prove their doubts wrong. But there's also been the foundations of a plan formulating in the back of Peter's mind for a while now, and if he _has_ to—

He's had enough people die for him, _because_ of him. He's not letting a kid—a brand new spider, still just taking his first steps, with _so much_ left to give—die because Peter had been too afraid to step up to the plate.

Monochrome Peter wanders into the kitchen to join them (and they really should make some sort of nicknames here soon, Peter thinks, or this is going to get out of hand) with Porker and Gwen only a few minutes behind. Noir-Peter is the only one making the effort to keep his mask on, though seeing Porker with his mask _off_ is distracting enough that Peter barely notices it.

"Did Peni get any sleep last night?" he asks Gwen, and then suddenly can't shake the thought of himself as a den mother, herding reluctant spider-scouts off to bed. He'd been young when _he'd_ started: too young, really. And yet, half of this group is younger still.

"Came in for a bit, I think." Gwen shrugs, gnawing on one of the bagels Aunt May had pulled out for them. Peter frowns, but there's not much to be done about it. And even if he could, Peni's clearly the fastest choice to format that key, and the sooner they have it in hand, the better.

He thinks he catches Gwen throwing a few expectant glances towards the front door, but other than the occasional low murmur of voices from what Peter's pretty sure are more mourners passing by, no one's come near it. She doesn't ask, either. It's clear who's still missing.

So Peter puts aside some food for Peni, and Miles too, just in case, and they all settle into a loose, strangely comfortable huddle in the kitchen to eat, thanking Aunt May when she slides a ready coffee pot and some mugs onto the table for them.

Peter's eyeing up his noir double—who's pushed his mask up over his nose to eat, proving that his skin is as monochrome as the rest of him—when he hears a light _thump_ on the roof, followed by the unmistakable patter of feet.

He perks up and catches all the other spiders doing the same, heads tilting up towards the ceiling. All likelihood says that it's probably Miles, and if he's gained enough confidence to go running across rooftops to get back to them, then that's definitely a good sign. Peter smiles, pushing off from his lean against the table. "I'll go—"

A second impact on the roof—heavier, this time, the running stride longer. Peter feels his heart skip, glancing back to meet Gwen's equally wide-eyed look. It could just be another spider, maybe, one last dimensional traveller that Miles had found along the way.

But it _sounds_ like a chase.

Peter darts for the back door, hearing chairs scrape and cups clatter down as the others catch on. If he's wrong, that's fine; they'll all just say hello. But his instincts say otherwise, a mix between experience and a very low prickle of spider-sense warning him that something else is going on.

He makes it to the back door in time to see Miles hit the ground, probably from a straight leap off the roof. Not a bad landing either, with a neat roll and then a slide across the ground that he uses to turn himself back towards the house. He'd lost the terrible costume somewhere too, switching it out for a thick hoodie and scarf, which he yanks down in the next second.

"Aw, _yeah!"_ he crows in what looks like sheer delight, grinning back up towards the roof. "Take _that_ —"

Noise over Peter's head, and he looks up just in time to see the next runner leap off: a flash of deep purple glowing bright in the sun, the briefest glimpse of cape and _claws,_ and—

Look. Peter had messed up with Doc Ock, he knows that. He'd made a series of assumptions about several different things, and without Gwen there it probably would've gone really, _really_ badly. So he'd looked over blond-Peter's map of baddies last night, familiarized himself with what they'd be dealing with, dimensional differences and all.

Which means that, even though there's been a bit of a color swap, something of a costume change, Peter sees those claws bearing down on Miles and knows, immediately, _Prowler._

Peter leaps a heartbeat later, springing up just in time to drive into Prowler's side and knock him off target. Prowler barks a wordless noise, surprise or pain or both, and twists too late, only barely tapping Peter's shoulder with a claw before Peter bowls him away into the fence. It shudders, but holds.

Someone's shouting— _several_ people are shouting, but Prowler had just bounced right back to his feet and so Peter charges for him again. The others aren't new to this, they'll get Miles and Aunt May out of the way, hopefully before the next goons show up, who knows how many Prowler's brought in behind him—

"Peter, _don't_ —" and then Miles is _in the way,_ launching himself right into Peter's path.

Peter throws on the brakes, flailing a little as he skids to a stop, trying to keep from either bowling Miles over or landing flat in the dirt. Only, maybe he should've just kept going, because in his distraction he doesn't see Prowler lunge forward and grab the kid until after it's already happened.

Peter regains his balance and then freezes, reassessing. Prowler's got his back to the fence, hunched and bristling like a fluffed-out cat as the other spiders circle to close him in. But now he also has _Miles,_ claws sunk into the scruff of his shirt to bring him along, and Miles is—

—not struggling.

Peter blinks.

Nope, he'd been right the first time. Miles' hands are up and he's squirming a little, squiggly like a puppy with its paws held off the ground, but he's not _fighting._ He is talking, though, Peter realizes, flailing his hands at them like he's trying to draw attention, and finally the words start to trickle through.

"—guys, _guys,_ _stop,_ it's okay. He's friendly—" Miles sounds almost pleading, and when he meets Peter's eyes he actually hops a little, visibly anxious and yet completely ignoring the supervillain standing behind him with easy access to his neck. "Peter, listen—"

"Friendly?" Peter demands as _that_ part of the chatter actually registers in his brain, because _on what planet?_ But his voice blends with the others as everyone has approximately the same reaction.

"Miles, what're you—?" Gwen's tense voice crosses over Porker's voice muttering something about wake-up calls, and Noir, closest to Peter and still balanced like he's ready to fight, is saying, "—didn't _look_ friendly—"

"A _hem."_ The sound of Aunt May pointedly clearing her throat is enough to override them all, and Peter's pretty sure they all look as one to the back step. She's standing in the doorway with her arms crossed, expression disapproving, and for an abrupt half-second Peter is sixteen years old again, sneaking in late after brawling in back alleys.

Aunt May holds her stare a moment longer, as though to make sure she has them all properly quelled, and then turns to the main culprit, one eyebrow raising in polite demand. "Miles?"

"Er—" Miles looks straight up sheepish, one hand going up to rub at the back of his head, and Peter blinks when Prowler just lets go of him entirely, claws falling away. That's not exactly proper hostage-taking protocol as Peter knows it, even if Prowler's still way too close to Miles for his liking, watching them all with narrowed, glowing eyes. "Sorry, Mrs. Parker, I didn't think about— We were just racing; we didn't mean to scare anyone."

 _Racing?_ Peter blinks, feeling like he must have misheard, but Gwen looks just as doubtful when he glances her way, so maybe not. Is it a lie? A bad one, if it is, and why would _Miles_ be lying in the first place? Doesn't make sense.

But somehow, Peter doesn't get the feeling that Miles is being obtuse on purpose, either—more like he really does just feel bad that he'd sent them all dashing out in a panic and so he'd decided to address that first. The supervillain can wait, apparently.

"Are you going to introduce your friend?" Aunt May prompts as though she doesn't _know,_ unshaken as ever in the face of this ridiculousness. Peter, for all that he's busy watching Prowler's every move, can't stop the wistful, raw burst of fondness that flares in his chest. _Damn,_ he's missed her.

"Oh! Right," Miles says, glancing back for a split second at Prowler, though he still doesn't seem anything like properly concerned. Peter frowns at him instead for a moment, trying to get a better read on the situation, but then his eye catches on something _else,_ and his heart plummets into his stomach.

"Miles," he interrupts, and struggles to match Aunt May's patience as the first spark of real anger starts to burn, "what happened to your _face?"_

Miles' eyes dart in his direction and then away, chin ducking down and shoulders hunching up a little, which does absolutely nothing to hide the edges of the mostly-healed claw marks carved out across his temple. From what Peter can see, they probably go deeper along the side of his head, and alright, you know what, Peter's about ready to put Prowler through a couple of walls.

"Okay, I know what this looks like," Miles starts, which is rich, because in Peter's opinion nothing about this is adding up to a coherent picture so far, "but I can explain—"

Prowler makes a noise then, a low, mechanical burr, and Peter snaps his attention back immediately. He hasn't moved, still looming over Miles like a threat—though he's not really _posed_ like one, Peter realizes after a moment. He's angled away instead of squaring off, head low and all his weight on his back foot, like he's closer to running now than lashing out.

It also looks oddly _deliberate,_ a considered presentation of nonaggression, and Peter knows better than to trust it.

But then Prowler actually speaks for the first time. "Oughta take this inside."

Ah, this one has a voice modulator. It pitches him deep and harsh in a way that Peter immediately wants to mock, but he's a bit reluctant to get quippy with Miles still in the way, so he bites down on the words and just narrows his eyes, trying to place the trap. Beyond the risk of a goon invasion though, he can't really find one; the suggestion itself isn't technically unreasonable, for all that Peter's knee-jerk reaction is to refuse on principle.

Fence or not, they're still somewhat exposed here if any of the neighbors decide to get nosy, and Peter knows for a fact that there have been people passing by close enough that an actual fight would alert them—and endanger them. Besides, the claws are a pain in close quarters, but otherwise Prowler's not doing himself any favors by limiting his own space to maneuver while he's so outnumbered.

Maybe he _does_ want to talk, then.

And his spider sense, Peter realizes suddenly, hasn't yet spiked beyond the low prickle that had started in the kitchen, even during their quick scuffle. Which probably means that, if there _is_ a goon invasion, then it's not imminent, but it's also...strange _._

"Please?" Miles adds a second later, after another quick glance back at Prowler's voice, and immediately Peter's dread increases twice over again.

Because as far as he can tell, Miles and the Prowler have been in each other's company for a max of twelve hours—including, apparently, enough time for Prowler to _claw Miles in the face_ and then for Miles to sleep it off long enough to heal. And yet, despite that _and_ the injuries, Prowler's somehow got the kid taking cues from him already.

This could be a problem.

Peter glances sideways to catch Aunt May's eyes. She'd got a better poker face than he's ever managed, but he can tell she's concerned too. No doubt she's also weighed the dangers of inside vs out—though now with the added caveat that, for Miles' sake, they can't afford to let Prowler bolt if he might take Miles with him.

"No fighting in the house," she says, glancing once over all of them before returning to hold her stare on Prowler. For a moment, Peter thinks he's going to refuse to respond, but then he gives her a curt nod.

"Understood," Prowler rumbles, and Aunt May steps to the side, holding the door open imperiously for the rest of them. Peter hesitates, glancing at Miles, who catches the look.

"Okay, good. _Great._ Let's go, then." Miles shuffles a little, weaving awkwardly in place before breaking to lead the way into the house. To Peter's surprise, Prowler follows right on his heels, giving them his back with no visible hesitation. Peter glances at the others, reads the same uneasiness that he's feeling, and then follows a few feet behind.

The thing is, Miles doesn't really seem _cowed_. Nothing about Prowler's presence or proximity really seems to bother him. And for all that Peter can think of dozens of scenarios, each darker than the last, that would give Prowler some measure of control over the kid this quick, he doubts that Miles is that good of an actor.

He's missing something here. And he knows it's probably because he's making assumptions again in some way, which hadn't gone all that well for him last time, but it's very difficult _not_ to.

It's been a while since Peter's had to deal with his own Prowler directly—bigger fish to fry, usually, and his Prowler's definitely only gotten sneakier over the years, so they don't actually run into each other all that often anymore. They hadn't tangled that much to start, anyways. Prowler'd always had a knack for flying under the radar, at least while working on his own.

He'd been a vicious sort, though, Peter remembers that much. A thief, and good at it, but he'd never seemed to have any compunctions about collateral damage when stealth and sneaking didn't work out. And he'd certainly never pulled his punches on Peter either, those few times they'd fought.

But this isn't his Prowler—Peter needs to remember that before he makes a mistake that he can't afford. Hell, it could even be an entirely different person under that mask instead of an alternate copy. The build looks close enough to what he remembers, but the color scheme and the prominent, permanent claws are deviations. So's the cape, actually—what is it with this universe and capes?

Quiet one, too. Peter's Prowler had been something of a shit-talker, quick threats and snide comebacks, but this one's barely said a thing so far, letting Miles do most of the talking.

Why? What's it get him, coming here, if it wasn't to spring a trap as soon as he'd found them? Had Miles talked _him_ into something instead of the other way around, as unlikely as that sounded? What's the incentive?

Peter needs answers.

And he's about two seconds away from demanding them as they all pack into the kitchen, Aunt May closing the door firmly behind her, but just as he opens his mouth to do so, Prowler turns back to face them and pulls off his mask.

Peter almost bites his tongue.

Okay. Okay, of all the things he'd been prepared for, that hadn't really been one of them. Well played.

And of course he can't help staring for a few moments. Not a face he's familiar with, and he'd never unmasked his own Prowler, so he can't even use that for comparison, but he also can't help cataloguing. Black, twenties to thirties, bald head and trimmed beard, just as long and lean in the face as in the body, though Peter can't deny that he might have taken a second look if they'd just been strangers passing in the street—

Then Peter _does_ take a second look, peering a little closer, trying to place the niggling feeling that springs up in the back of his mind. Something about the shape of his cheekbones, a familiarity in the curve of his jaw—

He probably only gets it because Miles and Prowler are right next to each other, Miles looking upwards in apparent surprise. He's not even sure which tiny little detail does it, but it's the sudden, proverbial lightbulb, a dozen half-realized connections falling together into one coherent _oh._

And that cascades through his mind like a rampaging bull, violently rearranging all his half-panicked confusion into something that makes a _lot_ more sense than anything he'd managed to come up with. Peter can't really call it a relief, though—the feeling is really a lot closer to _aw, fuck._

This kid just can't seem to catch a _break._

Miles only shows his surprise for a second before spinning back to face them, face so painfully hopeful that Peter wants to wince.

"So, uh, turns out he's my Uncle Aaron," Miles says, hooking a thumb over his shoulder at Prowler, who honestly doesn't look any more approachable with his mask off—slightly _more_ ticked off, even, Peter thinks. Prowler doesn't deny it, though. His _uncle._ Well, that's awkward. "Uncle Aaron, this is—"

"And he still clawed you up?" Noir interrupts. He's got his arms crossed, but his feet are braced, Peter sees. Still ready to fight. Smart.

"I didn't know it was him," Prowler snaps and _hey,_ normal voice. The words come smoother, the inflections more prominent, and Peter is definitely starting to pick up some unfortunately familiar vibes just listening to him. Not entirely, though, because this Prowler suddenly backs off the aggression where Peter's definitely would have pressed it, drawing himself in. "You don't gotta tell me I fucked up, I _know_ that. 's why I'm here."

Oh, of all the—

"And you just _brought_ him here?" Peter turns to Miles before he can stop himself. Alright, it's his family, apparently, so Peter should probably cut him some slack, but family doesn't always mean _trustworthy,_ and now he's put them _all_ in danger.

"He's going to help," Miles says firmly, like if he just puts enough confidence into his voice it'll make the words true. He's got himself all puffed up like he's ready for a fight and Peter resists the urge to bury his face in his hands. "He didn't need _me_ to know you were here, and he could'a just killed me last night, but he _didn't,_ he's been helping me—"

"Was that supposed to be _comforting?"_ Peter knows his voice is a little too high, but Miles seems _way_ too easy with the idea of his own uncle murdering him. Together with the injuries they've already seen, it's painting a picture Peter _really_ doesn't like.

Except then Prowler shifts, a silent little adjustment that Miles doesn't seem to notice, but Peter definitely does, and his face…

Prowler looks almost as sickened as Peter feels at the thought, expression a grimace as he hunches a little away from Miles, gaze darting around the kitchen. He smooths it out some when he catches Peter looking, but it's enough to give Peter pause.

"He lied to Kingpin for me. I _heard_ him," Miles insists, drawing Peter's attention back to him, and that's…hmm. It could still be a trick, but if it's true, well. Kingpin's not someone who takes that sort of thing lightly. Peter glances between them, his firm stance of _oh hell no_ just a tiny bit shaken in spite of himself as Miles stares earnestly up at him. "I didn't even know who he _was_ yet, and he'd already decided to help."

"Look, you got reason to doubt me, I won't argue that," Prowler breaks in. He's still watching all of them intently, but he keeps his tone low, away from the snap and snarl Peter had learned to expect from his version. "But Miles is _family._ I ain't throwin' that away for Kingpin's little pet project."

Peter hesitates, trying to gauge Prowler's honesty. He's measuring his words carefully, that much is clear, but the effect feels more conciliatory than outright manipulative, and that honestly surprises Peter almost as much as the rest of it. Most of the villains he deals with would never bend their necks that far.

"You've been doing his dirty work this whole time—" Gwen starts, doubt in every word, but Prowler just scowls at her.

"It was a _job._ Paid well, but ain't nothin' he could pay me that would be enough for _this,"_ he says, with a flare of claws at Miles' back. He glares at them all and, next to Miles' stubborn stare, Peter can suddenly see the family resemblance even more clearly. "And I know better than to try'n reason with him. So he wants Miles dead, and I'll bet me too when I tell him no, so as I see it, I got nothin' to lose by flippin' sides."

"And it's that simple, huh?" Peter snorts, a forced retort that he doesn't really feel, not with his insides in so many knots.

It's clear what Miles is hoping for, clear what his uncle has promised, and Peter really doesn't want to think of the heartbreak if Prowler's just yanking his chain. Which Prowler probably _is,_ because Blondie's notes on this guy go back _years,_ and the likelihood of someone that deep in the villain act just suddenly turning their coat entirely, even for family? Very slim.

He can't blame Miles for trying, he really can't, because he's been doing this for a lot longer, and Prowler's words feel truthful even to him. But when he thinks about all the ways this could turn around and bite them—

But then Prowler just _looks_ at him—none of the scorn or irritation Peter had been expecting, or even some overworked display of regret, if he'd felt like going in the other direction. He looks closer to amused than anything else, though a very distant, background sort, like he thinks Peter's missing something obvious.

"Don't have kids, do you," Prowler says, no real question in it at all, hitting Peter like a slap despite the fact that, for once, it clearly isn't _meant_ as one. He bristles, but Prowler isn't even looking at him anymore—he's turned his gaze to Miles, and for a very quick moment his expression softens into something gentle enough that Peter can't help staring. "Yeah. It's that simple."

He doesn't seem to care if Peter believes him or not, either, which is lucky, because Peter's suddenly preoccupied trying to beat some common sense back into his own head. Just because it feels true doesn't mean it _is,_ but he can't quite shake away that split second of unguarded affection. If it isn't real, the guy's got better acting skills than Peter ever would have given him credit for.

Peter has another thought and perks his ears up to the neighborhood outside—nothing out of the ordinary, as far as he can hear. If Prowler'd just been using Miles to track down the rest of them, wouldn't he have brought all of Kingpin's goons on his heels to take care of the problem?

So the other option—that he means it, that Miles matters more to him than the standing he's built up—well, it's ridiculous.

But if it's _true..._

It might be kind of annoying, actually. All the villains Peter's tried to turn back over the years, and _this_ is the one that just hops back over the line with no warning? _Really?_

Prowler's not waiting on him anyways; he looks to Aunt May instead, a careful, sideways glance. "You're probably gonna be seein' some less friendly visitors here soon, though. Kingpin's not takin' any chances this time. Might have another few hours, but—"

"And how did he know where to look?" Gwen demands before Peter can.

"Well, he doesn't know for _sure_ that we're here yet," Miles chimes in to explain. He watches Gwen as he talks, with a vaguely hopeful air that reminds Peter of her earlier glances at the door, but Peter isn't in the mood to further appreciate the blossoming puppy love right now. "They just figured it was likely, so they'll come to check here first."

"Octavius made some educated guesses," Prowler agrees sourly, crossing his arms and leaning back against the wall behind him. He looks almost relaxed now, but he's placed himself right next to the door to the living room, and Peter expects he could be out and gone in two seconds.

Aunt May makes a noise in her throat, something Peter reads as a mix of irritation and resignation. She's halfway through an exasperated gesture when he turns to her, hands falling out to the sides as she sighs, "Oh, of _course_ she did."

Sounds like more history there that Peter isn't aware of. And in his opinion, she could stand to look a little more _worried_ about an impending invasion of supervillains, but he expects that saying so wouldn't get him very far. As it is, she only looks mildly annoyed, her mouth pinched as though this further disruption to her day is just a minor inconvenience.

"Someone let Peni know that she's got a time limit, then," she sighs, eyes a little distant like she's thinking things through, plans coming together and falling apart in her head, and there it is again. In the space of a heartbeat, Peter _misses_ her, a sharp, fierce aching that leaves him just a little hollowed out.

"On it," Porker chirps after a moment, and Peter at least gets the dubious joy of the look on Prowler's face as he actually registers just who's talking.

It doesn't distract him for long, though, because once Porker's skipped out through the back door, he offers, "Better warn _his_ wife too, if you've a way. She's next on the list."

 _MJ._ Peter hadn't seen so much as a glimpse of her since that (for him, anyway) very awkward memorial service. Spider-Man's wife—she must be very much in the public eye, and now with none of the protection that marriage might once have given her.

He shifts on his feet, twitchy just at the thought. The grudge this Kingpin carries is _very_ personal, from what he's been told. If he decides he'd like to make a point, or even just decides that he wants the satisfaction…

"She's been invited to a memorial dinner at Fisk Tower tonight," Aunt May shares, lips pursing in clear distaste. Peter can understand why. That's _bold,_ even for Kingpin. "I'll let her know, but I expect he'll at least want the satisfaction of watching her sit through it."

 _She's going?_ Peter wants to demand, but he's aware that he doesn't get a say here. Probably wouldn't have had much of a say with his own MJ either, even before they'd split; that'd been a point of contention, once. But then again, these very public appearances must be on purpose—maybe it's safer for her, with any chance of anonymity torn away. The more eyes on her, the less likely she is to just _...disappear._

"And you'll know when they're on the way?" Aunt May asks, and Prowler nods, one silver claw lifting up to tap at a subtle earpiece.

The tension in the kitchen seems to be dialing down, especially since Aunt May at least seems to be accepting Prowler's word for the moment. The rest of the spiders are apparently as inclined as Peter to trust her judgement, and in truth, it's becoming harder and harder for Peter to hold to a hard line of suspicion. Why would Prowler bother with this many lies if Kingpin could have just sent every villain he could buy to bust the door down without warning instead?

This doesn't change the fact that they still haven't really _discussed_ the ambiguously-villainous elephant in the room, though.

"Next run for the collider's tonight, too," said elephant informs them, which they'd known, technically, but in the context of the dinner it's a little more concerning. Either Kingpin's very sure of his results this time or, more likely, he's started to give up on subtlety entirely. "Might take a little more work, but there'll be less of a fight if we slip in before then."

"We?" Noir manages to sound more curious than demanding.

"If he's goin', so am I," Prowler says flatly, jerking his chin at Miles, who lifts his head and looks at Peter with expectant eyes. Ah hell, back to this, then.

"We haven't _decided_ if he's going," Peter points out, holding firm to his stern expression even when Miles gives him a somewhat betrayed scowl. He frowns at Prowler too, for good measure. "And _you_ are a whole 'nother level of discussion altogether, don't even get me started."

It really is a whole different level, too. On the surface, having Prowler there to provide backup for Miles could be a good thing—so long as he's telling the truth, and they won't know that for certain until after it's too late. So if they're wrong, then it's back to Miles on his own, while _also_ potentially fighting his uncle. Not good.

He'd figured he'd get some growling for it, but Prowler just huffs a very quiet laugh, lips curling up and one eyebrow raising, amusement lighting up his face in interesting ways. Peter frowns a little harder, mostly at himself.

"Yeah, I wasn't askin' for permission," Prowler says. His tone is easy in a way that _almost_ takes the defiance out of the words, but his meaning's clear enough. "And I don't think he is either."

"I'm not," Miles agrees immediately, and Peter sighs internally. "It's my decision to make."

It's probably one of the more forceful statements he's heard Miles make yet and hell, you know what, spirit and confidence, that's a good thing. But it doesn't actually prove anything either.

So Peter's about to point out that _no,_ it really isn't—feeling ridiculously like a tyrant parent in a cheesy teen drama, what even is his life—when Prowler shifts just a little in the corner of his vision. And then Peter abruptly realizes that any attempt to enforce that just got about five times more difficult, if stopping Miles now _also_ means stopping Prowler at the same time. They could manage it, with their numbers, but still. Not great.

Which means he's going to have to be delicate and that's...not always his forte.

"Miles—" he sighs, trying to find a way to phrase it that he thinks a teenage boy would accept, to explain that he's _worried,_ not dismissive. Miles is shaking his head before he even starts, though, jaw set and skinny shoulders squaring up.

"You don't have another option," he says, as though Peter hasn't realized the consequences of refusing him, when it's been fairly constant in his mind. He loses any urge to snap in the face of Miles' earnestness, though. It doesn't look like this is about proving himself. He looks worried, wrinkled brows and a serious frown. "I'm _not_ letting any of you die—"

"And _I'm_ trying to keep _you_ alive," Peter retorts, resisting the urge to tug his own hair out in frustration. _No kids,_ he'd said, and so of course that just means he'd gone straight to teenagers.

"I know, but I _told_ you, I'm not _doing_ that again," Miles says, a little softer, but no less stubborn, and Peter's heart clenches. "No one told you when you were _allowed_ to be Spider-Man, did they?"

Peter sighs, scrubbing a hand over his face. It's hard to get mad at a kid who clearly just wants to help—who's already seen the consequences and just wants to spare Peter the same—but that honestly just makes this more important.

"I didn't _have_ anyone to tell me that, and maybe I should've," Peter goes with, because now's not really the time to get into what his aunt might've said if he'd told her at sixteen. "But Miles, I had a lot more time and a _lot_ more practice before I landed in something this dangerous, enough time to learn what I was doing. It'd be one thing if you already had your powers under wraps, but—"

The air around Miles crackles and snaps; Peter's heart skips a beat as blue-white electricity sparks through Miles' eyes and then rolls down his body in jagged little leaps. It shines bright even in the early morning sun, a tiny, contained storm that raises the hair on Peter's neck. Miles has barely moved, still meeting Peter's eyes, his jaw clenched and his gaze bright and steady, framed at the edges by his own lightning.

He's _controlling_ it.

Then he lets it fade and for a moment Peter's thoughts are still going in five different directions, blank surprise to _holy shit_ , before his head kicks back into gear _._

"Miles!" he nearly whoops—too loud in the small room, but he can't stop the grin from stretching over his face as the realization rushes through him like a wave, and he's not the only one. He can hear Gwen and Noir exclaiming in the background as he hops forward to snag Miles by the arms, tugging him into a slight spin. "You did it!"

Miles' eyes had flown wide at his reaction, but now he's grinning, letting Peter swing him. "I can do both of 'em, look—"

And he flickers out of sight, just the slightest wave of distortion where Peter's hands are still in contact. He comes back into view a second later, still looking up at Peter—chin up with a little well earned pride, sure, but maybe just a little bit hopeful too. Of course he is, after last night, and so Peter lets out an incoherent noise that honestly describes what he's feeling rather well and hugs him, twirling him again at the same time until Miles is giggling under his arm.

He'd had it in his mind as possible, that Miles might make it this far, this fast, but he has to admit, he'd kind of stopped expecting it to happen. Well, that'll teach _him,_ and he's never been so happy to be wrong. He's _ecstatic._

Is _this_ what it's like, having kids? Because if it is—

"Good _job,_ Miles," he says, trying to focus past the unfamiliar swell of his heart, because Miles has most definitely earned that much. "I'm proud of you."

Miles fairly glows at the words—figuratively, this time—and it's kind of sobering just how much Peter's opinion seems to mean to him after only a few days. Miles turns serious again almost immediately, though, pushing a little away to meet Peter's eyes properly.

"I know how dangerous this is, even with these powers," Miles says, carefully measured in a way that makes him sound older than he is, "but I can _do_ this. And you need me."

Peter hesitates.

He can't even really say why, this time. Miles has his powers in hand, now—not much experience fighting, maybe, but invisibility can make up for a lot of limitations there. He's about as well prepared as Peter had been at sixteen, maybe even better, and for all that Peter's idea of _too young_ has shifted in proportion to his own age, he's not that much of a hypocrite.

Maybe it's not Miles. Maybe it's him. Had he settled so quickly on the idea of staying? He hadn't thought so, but…

"You shouldn't have to," he says instead of following that thought, frustrated when it comes out as exactly the sort of useless platitude he would have scoffed at as a teen. "You _don't_ have to, you know that, right?"

But Miles just looks at him, expression a little exasperated like he thinks Peter's being ridiculous. Rude.

"Yes, I do," he says, staring Peter down with an unfamiliar sort of calm, and Peter knows then that he's not winning this fight. Maybe Miles can read it on him, because he relaxes just a little, softening back into something that's almost his usual smile. "I'll be _fine,_ Peter, seriously. Besides, I've got backup now, if I need it."

Which is when Peter remembers that Prowler's standing right next to him and has been the whole time, listening to their emotional little squabble. He glances over warily, but Prowler hasn't moved from his slouch against the wall. He flicks his attention over to Peter briefly, but his focus seems to be mostly on Miles, and with that quiet warmth in his eyes again, his demeanor is just about the furthest thing from threatening.

"You _sure_ about that?" Peter grouses anyway, because this still goes against what little common sense he's managed to build up over the years. Miles just looks over at Prowler and smiles, small and fond, like it's an instinctive response to the expression he finds, and _fine._ Fine. _Maybe_ there's a chance this won't end in tears. Peter knows when he's beat, either way.

"I'm sure," Miles says, and Peter sighs, just shaking his head when Prowler looks in his direction like he's waiting for the next argument. It's not like he _wants_ Miles to lose family anyway, not if there really is a chance to keep Prowler on side.

No one else in the room seems set to argue either when Peter glances over their way. Gwen's sitting on the table, legs swinging, watching the proceedings solemnly, and Noir's leaning on the back of a chair, all that violent readiness dialed down at some point in the last few minutes.

Aunt May just raises an eyebrow when Peter looks at her, like she's just been waiting for him to come to the right conclusion, and it finally occurs to him to wonder: is this what it had been like for her, even a fraction? Knowing the dangers and having to let him go anyway, because he wouldn't allow anything else?

It settles in his gut like a rock. But he's years too late for an apology, and now just isn't the time.

" _Fine._ You're in, then, _"_ he groans, loud and gusty as he gives in. "But if—"

He doesn't get to finish his dire warnings of doom and gloom because Miles darts back in and hugs him, wiry arms and spider strength squeezing all the breath out of Peter's lungs. That's his story and he's sticking to it.

"Yeah yeah," he grumbles, trying to sound utterly put upon, though of course then he hugs Miles back and that ruins it right off. Why does he even bother. "Love you too, kid."

The back door creaks open then, which is probably lucky, because Peter's basically dragging them straight towards maudlin, and both he and Miles straighten up to look. Porker wanders in, seems to read the room in one curious glance, and then shrugs and heads back for the food.

Peni pokes her head in after, peeking around the door jam from the outside, one of her bot's glowing eyes leaning in over her head with a whole lot less subtlety.

She blinks, maybe because the whole room is now looking at her, and then explains, "I'm not done yet, I just wanted to see. I thought maybe Peter was pranking me."

"I would _never,"_ Porker mumbles around a mouthful of food, but Peni and Prowler are busy examining each other with a mutual sort of dubiousness that now kind of makes Peter want to snicker. What does Peni's Prowler look like, anyways? Or worse, what about _Porker's?_

"How long do you think you need, Peni?" Aunt May asks her calmly, and Peni finally turns away with only a slightly doubtful look, probably confident enough in the fact that no one else in the kitchen is all that worried anymore.

"Gimme an hour," she says stoutly, and then ducks out before anyone can say anything else about it.

"Well, there we have it," Aunt May says, looking after her with raised brows, and Peter glances over at everyone else. They don't really have anything else to prepare, though—at this point, it's a waiting game.

The others seem to realize it too, and low conversations start to spring up again. Noir's quietly filling Porker in on what he missed, from what Peter can hear. Prowler hasn't budged from his spot, but Miles had wandered over to the table while Peter had been distracted, and Gwen's holding the last bagel out to him, murmuring low enough that Peter would have to work to eavesdrop.

Miles smiles like she'd offered him the moon and then fumbles, almost dropping the bagel before managing to chomp into it. Peter hears the slightest, softest noise from Prowler's direction and looks over just in time to meet his eyes. It's a split-second glance, but Peter's pretty sure they're both wearing the exact same expression—a sudden, unexpected flash of fellow feeling.

Well, they're allies now, apparently. It's allowed. And Peter should probably start calling him _Aaron,_ shouldn't he. Hey, might even be able to annoy him with it.

"I'll take this down to Peni, since she didn't quite get the chance," Aunt May says, gathering up the set-aside food, and Miles twists around like he'd remembered something, breaking away from Gwen.

"Before you go, Mrs. Parker," he says, and Peter just _knows_ he'll have a standing invitation with her after all of this is over by the way she smiles at him.

"Yes, Miles?"

Miles fiddles with the scarf around his neck and then draws himself up tall. "I have a favor to ask."

**Notes for the Chapter:**

> That kerfuffle in the backyard was not the original plan, but Aaron is often a dumbass and Miles is a teenage boy (aka often a dumbass) so when Miles wanted to race I figured that might actually be something they would do without thinking it through. 
> 
> In regards to Peter B.'s version of Prowler: I went back and forth a lot. I tend to think of B. as the 'original' Spiderman (however that works) so I was going to give him the original Prowler - but that's Hobie Brown, who I know nothing about, except that he and Aaron had VERY different career paths. Aaaand, if I just put hobie brown in my search bar and hit enter, it drops me back on aaron davis, with hobie brown as an alias. Which i take to mean we're supposed to consider aaron to be the current 'true' version of the prowler and not any kind of successor? i don't actually know how these comic-character switch-outs work
> 
> SO, I instead gave Peter the first version of aaron i could find, from the ultimates comics. Except, of course, it's not that universe, because Peter B survived and Miles never got bit, so that changes a lot of things as well. But in theory, that's who it is. It was a lot of waffling around for three paragraphs of suspicion, is what I'm saying. 
> 
> But I figure i'll be doing a lot of these awkward first meetings, so I can switch it around for fun later. so if you guys have ideas or things you'd want to see a la other versions of prowler, feel free to throw them out there. 
> 
> Also! Serious questions here! Please share your opinions, because these things will come up in later fics and I don't know enough about spiderman as a character.
> 
> 1\. Do you think Blond Peter (and since they're married, MJ) lived with Aunt May? I know since he and MJ were married they might want space, but he was still a student and his super special lair was still in the backyard, so moving out might make things harder. BUT we also don't see MJ in the house at any point in the movie, either.
> 
> 2\. On that note, I shared my best guess for where MJ is already, but seriously, where the heck is she in this movie? why does she only pop out at fisk's memorial dinner? there's no way she doesn't know who he is and what peter was doing, right? i think maybe the movie just didn't have room to touch on her much, but it's an annoying kind of gap. 
> 
> Ok, I'm done, I promise. Hope you guys enjoyed the chapter :D


	4. Chapter 4

**Summary for the Chapter:**

> Aaron, trying his best.

Miles' little spider gang was talking about him.

Not that Aaron could hear them from here, but they weren't exactly being subtle. He'd retreated to the living room after Miles had vanished with Parker's aunt, and as soon as he had the spiders had gravitated towards each other. Now they were a tight, muttering huddle in the kitchen, the younger ones undisciplined enough to occasionally glance in his direction.

He flexed his claws thoughtfully, keeping a close eye on them—the tiny girl with the oversized robot had joined them for real in the last few minutes, stacking the already chancy numbers even more against him. Not that he particularly _wanted_ to fight, given the odds with or without her, but the addition wasn't helping his peace of mind.

Didn't help either that he was standing around bare-faced in his full kit, but he ignored the itching urge to pull his mask back on. He'd been accepted, sure, but he knew just how shaky that was. So with no identity left to protect here, no reason for the mask other than his comfort, he might as well let them see his face. It'd help to give them that little bit of distance from the Prowler, no matter how little he liked it.

He huffed a sharp breath out through his nose, giving in to the urge to pace. He could see them well enough from here anyway.

He'd thought this would be easier, going into it—not convincing them exactly, but his part in the whole thing. There was no elaborate lie for him to spin, no client on a hair-trigger for him to dance around. The spiders didn't care about him. They cared about _Miles._

So all he needed to do here was to be honest. Well, be honest and let them _see._

He hadn't realized he'd struggle with it. Stupid, he knew, now that he was in the thick of it; he'd given up more weak spots in the last hour than in the past decade alone. Even if these sorts would probably consider themselves above using Miles against him, knowing that didn't help him rewire his instincts one jot.

_So you're uncomfortable. Get over it. You've earned all that and more._

And that was the truth of it, really; if this was the worst he had to deal with after what he'd done, then he was getting off ridiculously lightly.

But by the looks of that group, he probably wasn't _entirely_ done. He wouldn't be surprised to hear some creative threats, maybe some bodily intimidation if they wanted to put their numbers to use, although they'd have to do it soon if they wanted to handle it while Miles was out of the room.

When he looked back to check on them again, one of the adults was now eyeing him up too. It was the one in all shades of black and grey, some kind of old-timey detective shtick—they were even calling him Noir, if Aaron had been hearing right. Their eyes met, but Aaron held his ground instead of turning away. They all knew the score here. There was no point in pretending he didn't know what they were talking about.

"Now _he's_ looking right at us," Noir muttered, barely loud enough to catch the edge of Aaron's hearing. Aaron raised an eyebrow and kept watching. If it made them uncomfortable, all the better; he had no problem adding to the awkwardness if they were going to be so obvious about it themselves.

The oldest one looked up at that too, though—the one Aaron had pegged as the ringleader. And then, to Aaron's surprise, after a few more quick whispers he shook his head and shooed the rest of them apart, breaking them out of their huddle further into the kitchen instead of sending them Aaron's way.

But then he started moving towards Aaron himself—a slow amble as if he'd just decided to wander that direction, but Aaron backed up a few steps anyway, considering. Miles wouldn't be happy if Aaron clawed up his friends, even if they'd earned it, so he'd rather set up where he knew he had a few routes out of the house if this conversation turned ugly.

Not that he couldn't get out easily enough. A simple house like this, he could probably just go through the roof if he needed to. Might be a bit early to be thinking that drastic, though.

Parker left plenty of space between them anyway, leaning casually against the doorway to the kitchen instead of coming into the room. And this one really _did_ look like Parker, enough that it had almost thrown Aaron off the first time he'd gotten a good look. The first Parker's body had been pretty mangled by the time Prowler had dragged him out, so running into his twin now, healthy and whole, was a bit of a weird feeling.

Miles was clearly fond of this one though and, the old woman aside, he was also obviously the closest thing they had to a leader. Time to play nice, then.

"So," Parker said, almost awkward, tapping the fingers of one hand against his chest. "Aaron, right?"

Aaron tried not to grimace—he'd had to unmask for this to work, he reminded himself, and this group would be gone soon enough anyway. No point in making a fuss about it. Parker's lip twitched like he'd caught the reaction, though, and Aaron immediately resigned himself to hearing his name ad nauseam.

_Should have known._

"Need somethin'?" he made himself ask before Parker could pipe up with whatever childish ribbing had popped into his brain. Then, in the interest of getting it over with, he added, "Or didja just draw straws on who was gonna threaten me for hurtin' him?"

And there was no real need to specify which _him_ Aaron was talking about.

"We're more of a 'nose goes' sort of crowd," Parker said, deadpan, and then sighed quietly and scrubbed a hand through his loose hair until it spiked up like a hedgehog. "Threats aren't really my thing, though, you know? And the kid packs a mean punch with that little zap, let me tell you. He can probably handle his own roughing up."

"He got you, huh?" Aaron picked up from that. He almost smiled at the face Parker pulled in response, even if he now couldn't tell if the guy was building up to something or just stumbling through some horribly awkward attempt at small talk.

 _He had_ _**better**_ _be building up to something._

"On _accident,"_ Parker grumbled under his breath. "You'd think if he got me just for surprising him, he'd have managed to get _you_ at least once. Or did he?"

Parker squinted at him as though he'd be able to tell, and Aaron strangled the immediate urge to punt him back into the kitchen.

"No, he didn't," Aaron finally admitted, after deciding that _none of your goddamn business_ probably wasn't going to fly here. He figured his tone was short enough to make his thoughts clear enough anyway. "But he's got it in hand now. Not that he's gonna _need_ it with me."

Not anymore, at least. And for all that Aaron knew better than to ever voice the thought to anyone, he was honestly relieved that Miles _hadn't_ been able to zap him last night. Miles might've gotten away without the injuries, sure, but Aaron might have never learned exactly who he'd been chasing either—maybe not until it was too late.

Those new marks on Miles' skin sat heavy in Aaron's gut, but thinking of how far he could have taken it without knowing chilled him right down to his bones.

Parker was just watching him quietly now like he could read the itch that was starting to prickle beneath Aaron's skin. Aaron glared at him, then stalked further away, as much as could be allowed in the small room without getting too close to the flimsy blinds. Still, he doubted Parker would take a hint.

"It really does bother you, doesn't it?" And yep. Parker, apparently no smarter than his original counterpart, actually stepped a little further into the room after him, coming to lean on the back of the couch. "I thought so, but—"

"There a _point_ to this?" Aaron demanded, wishing yet again that he had his mask on if only to give his irritation more weight. It was, technically, a good thing that Parker barely reacted to his tone at all, but that didn't mean Aaron had to _like_ it.

"Peace of mind, mostly," Parker said with a small shrug, something tired creeping into his expression. It made him look worn enough for Aaron to notice, when he hadn't cared enough to before. This man was definitely older than the original Parker had ever gotten, for all the good that did him. "Not like I'll be around much longer to supervise, either way"

As if his 'supervision' meant much at all _—something_ had sent Miles running all the way back to Brooklyn, and Aaron had a pretty good idea of what. But no, no needling. He was playing _nice._

Besides, Aaron remembered then, his chest tightening at his own gall, he'd kind of lost all room to talk when it came to Miles' safety.

"I'm not gonna hurt him," he told Parker with every ounce of conviction he had. He knew it still came out a bit short, for all that he'd earned all that doubt fairly, but fuck it. He was _trying._

"I mean, no, I didn't think you'd try to injure him again or anything," Parker agreed, an awkward bob of his head taking out most of the sting his words might have carried. He didn't look all that comforted by it, though, his brows tightly furrowed, "but you can't tell me that invisibility wouldn't help with some of your trickier heists."

Aaron couldn't keep himself from tensing at that—because, of course, he'd already had that thought and more. And of course, Parker would have realized that way quicker than Miles. He didn't really seem to be picking a fight for it, though. Not yet, at least.

"Just...he loves you, anyone could see that. And I think he'd do a _lot_ for you if you asked him the right way." Parker crossed his arms over his chest, lips twisting into a grimace. "So don't...if you're really trying not to hurt him—don't make him choose."

Aaron counted three breaths in and out, ruthlessly clamping down on the first instinctive reactions that clawed through him. No need to let Parker know just how close to home he'd hit.

"Don't think I'd like his choice if I tried," he finally said, the scrape of his voice the only thing he hadn't managed to stifle. The words were true enough too, no matter how little he liked them. There, he could do this: honesty, but not too much. Just enough to reassure. "And I wouldn't try. He's—"

Oh, but there, he'd already hit _too much._ _All I have left_ would sound too dramatic and made him think of Jeff at the same time. _The only good thing I haven't destroyed,_ maybe, though that wasn't much better, and he'd certainly had a go at proving that wrong too.

There was nothing he could say here that wasn't a glaring weakness, but he had to give them _something._

"I wouldn't," he backtracked, and left it there with a glare, daring Parker to push it any further than that. But Parker didn't seem to want to. He only nodded, something softer about the expression that made Aaron want to hit him again.

"Good," Parker said simply. Then he smiled a little wistfully. "He is something else, isn't he?"

And you know what? That was fine. Enough tacit agreement in there to mean that Parker would probably leave the subject alone. It was _good,_ even. Aaron unclenched his jaw and stuffed that sudden flare of possessiveness down with the ease of long practice.

"Always has been," he allowed, but for some reason that seemed to make Parker hesitate.

"Isn't it—" Parker stopped like he was rethinking whatever he'd been planning to ask. Aaron just stared at him, not particularly interested in making things easier on him, and finally, Parker continued, "You're really okay with him doing this?"

Aaron blinked at him. _That_ was what he'd been waffling over? "Does it matter?"

"Does it _matter?"_ Parker's face twisted like Aaron had insulted his mother. "He could _die."_

"Which is why I'm stickin' by him," Aaron pointed out in his closest imitation of patience. "'sides, you spiders seem pretty hardy, from what I've seen. Doubt he'll even need the help."

"That's not—" Parker made a jerky flailing motion that cleared up exactly nothing. "I mean, you were part of this whole project before. So if he does this and gets hurt, and you could have stopped him, but you didn't—"

"How exactly you expect me to stop a boy with super strength?" Aaron scowled at him. Was Parker trying to guilt him into something? But Parker looked even more frustrated at that, shaking his head with a toss that reminded Aaron a little of Miles.

There was clearly something he was missing here, but why Parker couldn't just ask straight out Aaron had no damned clue. He sighed. "Look, he's gonna be doin' this superhero thing whether I like it or not, and tellin' him otherwise'll just send him off alone. Only thing I got a say in is if I'm there to help him or not."

"But..." Parker started, then closed his mouth and scrubbed at his forehead with one hand, "...Right. Okay, just— Nevermind. Forget I asked."

Aaron eyed him, almost curious despite himself. He didn't think he'd ever seen the past Spider-Man bothered overmuch, not in any personal way. Injured, sure, sometimes even desperate, but not much Aaron could have labeled as _rattled,_ not even when he'd been crumpled at Kingpin's feet.

This one either wasn't as good at hiding it or just didn't give a shit anymore. But Aaron wasn't going to complain about it, not if it gave him a better handle on who he was dealing with.

"You good, man?" he asked, willing to fake it at least that far even if he didn't care one way or another about the answer.

Then Parker heaved a sigh and Aaron immediately regretted asking. He'd expected the politer, superhero-approved version of _fuck off,_ not an actual answer, which was what this was already looking to be. But before he could figure out how to wriggle out of it without blowing Parker off completely, there was a chirp in his ear: three quick beeps.

He froze, and Parker immediately did the same—right, his hearing was probably amped up too. Though Aaron _hadn't_ expected the rest of the wayward spiders to immediately appear in the doorway behind Parker, watching Aaron with intent eyes. Points to them: he'd nearly forgotten they were still hovering nearby, listening in.

At least this time Kingpin had sent a message instead of a direct call. Aaron could have handled either, but calling Kingpin _sir_ in this house would probably undo any of the progress he'd done in getting them used to him. It was tempting to use his mask's systems as an excuse to pull it back on too, but he held off on the urge just a bit longer, fishing out his work phone instead.

"Kingpin's ready to move," he reported, already tracing the coordinates he'd been sent as he looked up at Parker. "Showtime."

"Everyone, break a leg?" Parker returned dryly, lips quirking and one eyebrow going up. Maybe Aaron hadn't been quite as successful as he'd hoped at hiding his more violent urges. "Better see if Miles is done."

The statement didn't seem to be directed at him, and sure enough, one of the spiders split off—the little white girl Miles was sweet on. Of course.

He didn't try to follow her; even Miles had shaken his head when Aaron had moved to join him the first time. It had stung, but he'd understood. Whatever base the dead Spider-Man had set up, it wasn't Miles' to share. Still, he didn't know why they were trying so hard to keep him from even _seeing._ The backyard didn't exactly have a slew of options for hiding spots.

He acknowledged Kingpin's instructions absently instead, keeping half an eye on the now-antsy spiders. All that jumpiness meant they were distracted from _him,_ at least, but he'd also have to step more carefully now if he did need to speak to them.

"Any idea who exactly we'll be looking at?" Parker asked him, a tight frown on his face. That should've been the first question out of him earlier if he'd had any brains, but this whole group seemed more the sentimental sort, so maybe it wasn't surprising.

"Octavius, obviously. And Scorpion was the hold-up to start, so he's another," Aaron shared, trying not to hesitate at all even as he also tried to avoid appearing _too_ familiar with the setup. "Tombstone too if Kingpin's up to spare him. And with what he's got on the line, I'm guessin' he will be."

Parker frowned, but there was no confusion at any of the names; Aaron hadn't really expected there to be. For a multiverse, there sure seemed to be a lot of similarities that he'd seen. Except for the pig; it still kinda hurt Aaron's brain a bit to look at him.

"Same old friends. Oh goodie," Parker said flatly, his expression the opposite of enthused as he crossed an arm in front of his body in a lazy stretch.

"You even decided if you're runnin' or fightin'?" Aaron asked the group as a whole because he hadn't heard them discuss it one way or another. And the way Noir was rolling his neck and shoulders, like a boxer working out kinks before a match, was making him a bit suspicious.

It made them all look at him, which he didn't much like, but then they went back to looking at each other, and he figured he'd been right about the lack of a concrete plan. Of course.

"Sounds like we got the numbers on 'em, for once," Noir said, low and gruff, but Parker didn't look all that into the prospect.

"I mean, I'm all for sticking it to Kingpin whenever possible, but a fight like that'll probably take out the neighborhood."

"What about Aunt May?" the smallest girl piped up almost indignantly. She'd plopped herself down cross-legged on top of her bot, which was bouncing its light-up eyes from speaker to speaker like ping pong balls as they talked. This one _had_ to be Peni if Aaron was remembering Miles right.

He was assuming, anyway. Hoping, even. If there was a spider younger than this, he was done, full stop. Who kept giving superpowers to these goddamn _children?_

No one had given Peni an answer yet when the back door sounded. The white girl came in first, her mask and hood already up, but right on her heels—

_Well, would you look at that?_

Pure black and bright red—enough of Parker's elements that there was no mistaking the inspiration, but there would never be any confusing them either. Miles spread his arms out for the room, eyes big and expectant behind the huge new lenses, but while his spider friends gathered around with interested noises and compliments, Aaron felt like his feet were stuck to the floor.

There was something about it—the symbol on the chest, maybe. Because it had clearly been sprayed on by hand, a little uneven and with drips left to dry, the way Miles liked to do. And it was _Miles',_ all the way and no one else's, but it still made something in Aaron's chest swell too large and warm, something he didn't think he'd be able to put to words if he tried.

"Alright, alright," Parker called out, waving his arms like he was trying to herd a flock of chickens along. "Let's get it together, people, before we're surrounded by the hive of scum and villainy. Porker, that means you too!"

As the spiders piped down and spread back through the living room—and the pig _(Porker? Really?)_ wandered back in from the kitchen, nursing a cup of tea—Miles sidled away from the door and a bit closer to Aaron. He sent a look Aaron's way with a slight little tip of his head and hell, this was where Aaron was gonna have to try anyway, wasn't it?

"Lookin' good, Miles," he murmured, which fell way short of what the kid deserved, but finding the right words at the right times had never been Aaron's strongest point. "Suits you."

Miles' huge eyes crinkled up at the corners, so at least it seemed to be enough for him, and Aaron was spared from the rare urge to keep fumbling for words like an idiot by May Parker's entrance.

"Do you have somewhere else you can go?" Parker asked her, all floppy hair and big, worried eyes like a high-strung dog. "Somewhere you can wait this out?"

"Oh, I'm sure I could find somewhere," she said, waving a hand, but by her tone, Aaron was suddenly quite sure that that was _not_ the plan, "but it does seem like a waste, don't you think?"

"A waste?" Parker repeated warily, squinting at her like he too had caught on and didn't like where it was going. His black and white copy, in contrast, had visibly perked up.

"I'll take that to mean you've got a few ideas yourself," Noir said, tipping his hat down slightly with two fingers, and in response, May Parker smiled.

And at the prickle that smile sent up the back of his neck, Aaron sighed and finally pulled on his mask.

_Oh, this oughta be good._

* * *

"You're late," Octavius said blandly when Prowler dropped down to the rooftop beside her.

So he was. Not by much, but with Miles placing himself solidly in the middle of this whole mess, he'd deemed that extra time an acceptable risk. Not like his punctuality was going to be Kingpin's biggest complaint after this.

And even under normal circumstances, Octavius' opinion wasn't the one that mattered to him, and she knew it. So he just stared at her, silent, until she gave him a flat look and turned away. Good. At least _this_ group didn't expect him to be chatty. There wasn't any need for it—everyone knew the job.

Scorpion was perched at the edge of the building, his tail dancing in tiny, eager sways behind his head, and he only glanced Prowler's way with a jerk of his head, the barest acknowledgment. They were still missing one, though.

"Tombstone?" he asked Octavius, not needing to fake his impatience.

"He'll meet us there," she said, a small, sharp smile creeping over her lips as she looked back the way Prowler had come. She was lifting slowly upon her extra arms as she spoke, clambering over towards the edge in clear preparation to leave.

Prowler frowned beneath his mask, but only nodded as he joined her. Plans changed. The spiders would be able to adapt.

Of course, Miles wasn't _exactly_ as experienced as everyone else, that knowledge a constant, niggling awareness in the back of Prowler's mind. He couldn't let it distract him, though, not when there was nothing he could change about the situation. Miles was a bright kid in his own right. And if this was the path he wanted to take, he'd have to start getting used to the curveballs quick.

So he resisted the urge to send off a warning—not worth the risk of these two noticing anything, however unlikely—and followed them over the edge of the roof.

It was early still, but the sun was well and fully up now: late enough for pedestrians, including a small flow of people moving to and from May Parker's front yard, Spider-Man merch in hand. Most of them had the sense to bolt as soon as they caught sight of the incoming trouble, Octavius' and Scorpion's enhanced size and blatant approach as good as announcing their presence as soon as they turned onto the street.

There were, as usual, a few morons who didn't move nearly far enough, phones already raised and recording, and usually, Prowler would have been happy to let them stay and risk dying if that was what they wanted to do. But his new _friends_ would be more sensitive about that sort of thing—and, if he was honest, he didn't want to force Miles to deal with collateral until it was unavoidable. That shit could get _ugly._

So he chased them further away himself, landing on the nearest streetlight to flash his claws and snarl, the resulting sound piercing and inhuman past his modulator. Enough to send the stragglers to a much safer distance, and if it gave the spiders a better lock on his position, then so much the better.

When Prowler turned back around, Tombstone was swaggering up to join them, flicking away a toothpick and cracking his knuckles theatrically. Good timing too, just soon enough for the action instead of springing the trap early, but something was still tugging at Prowler's attention all the same.

He looked around further, searching for—

There. The car. One of Kingpin's, but it hadn't left after dropping Tombstone off; it was still idling a short ways down. Prowler watched it for a moment, his nape prickling.

Kingpin usually knew better than to publically involve himself in this sort of thing, between risks to both reputation and person. Bad for business all around. But it was pretty clear by now that this _wasn't_ just business, so maybe Kingpin was too close to the issue to keep it professional anymore. Stupid for a man that experienced, even if Prowler recognized the hypocrisy in the thought immediately.

But that car wasn't moving, and if Kingpin _was_ inside—

_Leave it, before they realize something's wrong._

Prowler forced his attention away, breathing deep to counter the slightly quickened beat of his heart. It was minor. They could handle it when the time came. They would _have_ to.

Octavius, at least, seemed to be too interested in the house to mark his distraction, and Scorpion was already scuttling around to the back with Tombstone on his mechanical heels, playing out their parts. Prowler settled down in a crouch on that lamp and waited; he'd always have let the heavy hitters go first, even without his foreknowledge and the very faintest flickers of movement nearby that his HUD kept picking up.

Still, he didn't stop himself from rolling his eyes when Octavius stretched out a limb to tap the doorbell politely, smirking all the while. Not that he minded the occasional theatrics, but she didn't even have the patience to see it through properly, pulling that same tentacle back only to immediately send it smashing through the door.

—which _exploded_ back out at her in a white wave. Sticky spider webbing ballooned out like a net over her closest tentacles, tying them together as the trap Aaron had been waiting for went off and two spiders sprang out of their hiding spots on the surrounding rooftops.

 _Teenagers,_ Aaron sighed to himself, but he still watched intently as Miles and the white girl—Gwen, if he'd heard right—bowled into Octavius like skinny juggernauts, more energy than sense on the whole. Gwen darted past the webbed tentacles to kick her backwards off the porch, where Miles swung in to slam into her with both feet as though they were passing a soccer ball between them, knocking her down the street entirely.

Octavius yelped, but the webbing had only caught two of her four tentacles, so it didn't take her long to find her balance again. Miles and Gwen were already harrying her, though, playing on the advantage of surprise.

There was a roar from the backyard, Scorpion bellowing something Prowler couldn't make out. The other spiders had sprung their own surprise, he expected, supported by the appearance of May Parker in her now-empty front doorway, one wary eye over her shoulder towards the back as she gripped a baseball bat. At least she'd had the sense to move away, since it turned out they hadn't needed her after all.

He checked back on the kids almost compulsively. Miles didn't seem to be struggling too much dodging Octavius with Gwen to keep half her attention, although they seemed to be having some trouble pinning her down in turn. Given his way, Prowler might have jumped down to help quicken things up, but he'd been sidelined for a _reason,_ as little as he liked it. And Miles wouldn't thank him for it either, especially not in front of the girl.

Besides, this fight would be good practice for Miles. Like giving a kitten half-dead prey to hunt. His battles would only get harder from here—might as well work out some of the early kinks while the other spiders were still around.

So Prowler sprang from the streetlight to the roof in one easy bound, moving to get a better vantage point of the backyard—maybe Tombstone had stumbled into some of the sticky tripwires they'd set up back there since Prowler hadn't heard any gunshots.

Then he noticed, with a quick, impulsive glance, that the car was no longer in the same place.

He narrowed his eyes, slinking up to crouch at the highest point of the roof. If Kingpin had run, then no loss on their end; May Parker had seemed sure that her late nephew had collected enough evidence to set the police on his trail once the collider came out. But just to be sure—

Scorpion slammed into the other side of the roof, a clumsy jump with half his legs tangled in webs, sending him smashing onto the tiles. But he was still moving, rolling and scrabbling away from the spiders vaulting up behind him—and either not noticing or not caring that Prowler was in his way.

Prowler dodged away and rolled off the roof entirely, narrowly avoiding Scorpion's bulk as it clipped his cape. Scorpion hit the ground right after him, but hard on his side; he'd been _assisted_ off the roof _,_ clearly, by Peni and Noir, both still close on his tail.

And _there_ was Tombstone. He'd come crashing through the fence while Prowler hadn't been watching, guns missing and swinging wildly at Porker without actually managing to touch him as he danced over and around the blows, before whacking Tombstone in the face with— Was that a _mallet?_ Where the hell had he pulled that from?

Parker had followed them out into the street, too. He seemed happy enough to leave Porker to his fight, heading towards Miles' ongoing scuffle with Octavius—and at the familiar flash of red and blue, Prowler almost leaped for him from sheer muscle memory.

He caught himself just in time and skipped a few steps back instead, twitching from the spark that had _zipped_ through him in that moment, which now had nowhere to go.

He hadn't been happy when they'd asked him to stay out of the fight unless it all went sideways, but he'd nearly gone and proven the reason for it right there. And as close to the action as he was now, he was probably lucky that one of the spiders hadn't gone for him on instinct yet either.

So for all that it felt wrong—like he ought to be doing _something_ in this chaos, helping one side or the other, or taking advantage while both were distracted—he just circled away from Scorpion's whipping tail and waited.

And it didn't look like it would take much longer as it was. With surprise and numbers, the only real disadvantage they had was the need to corral the fight away from houses and bystanders, and they were managing that well enough. Tombstone was down on his hands and knees, and Peni had just swung Scorpion into a pole by his tail. Octavius seemed to be holding up a little better, but with a third up against her—

And then all at once, like they'd all heard a signal that Prowler's ears couldn't pick up: every single spider went still.

Prowler froze with them, hunching low as his heart stuttered, ready to spring as soon as he could figure out _why_ —

Oh.

"You want something done _right,"_ Kingpin was snarling, more to himself than to any of them as far as Prowler could tell. And for all that he looked crazed, wild-eyed and teeth bared, the gun he had pressed to May Parker's head was rock steady.

 _Shit. Shit shit_ _**shit,** _ _you knew he was here, how could you have been so goddamn_ _**stupid** _ **—**

Prowler hissed a low breath to himself, ignoring the sensible voice in his head that told him to _run_ as he eyed the stretch between them, desperately trying to think of a way to salvage the situation. None of them were close enough for a safe hit, except for May Parker, but for all that she looked mad enough to try, there was no guarantee that she'd be quick enough to keep her head.

If they were fast enough with a web, one of the spiders might be able to redirect the gun—but he knew they wouldn't, not with that risk. Nevermind that Tombstone was already staggering back up to his feet, Scorpion clumsily following suit. Nevermind that it was _stupid_ to bend to this threat because Kingpin would just shoot her as soon as he finished killing the rest of them anyways.

But if Prowler made a move now and she died for it, he'd have every spider out for his head after, no matter if it saved their lives.

"Kingpin—" Parker barked from down the street, but Octavius nabbed him the moment he was distracted, wrapping him in one long arm and choking off whatever hopeless words he'd been about to try.

Prowler turned and scanned the street beyond them, his heart in his throat as Octavius raised herself up, spitting blood. Gwen was skittering back and forth in jerky little movements just out of Octavius' reach, head swinging between Parker's trapped form and Kingpin's hostage, but Miles—

_Oh, good boy._

No sign of Miles anywhere, thank god. But Prowler flicked his eyes up to the rooftops, then slowly back towards Kingpin, subtle as he could, because there was no way Miles had done the smart thing and booked it, so...

"You thought you could stop me? _Me?"_ Kingpin spat in Parker's direction, and Prowler knew immediately that they were running out of time. Kingpin wasn't patient on the best of days, but Prowler was pretty sure that something had snapped here. "I killed you once, I'll kill you _again,_ as many times as it takes!"

And then, as if feeling Prowler's eyes on him, Kingpin's beady glare swung over the frozen spiders to land right on him. Prowler stiffened, setting his feet as ice washed down his spine.

"And _you,"_ Kingpin snarled, and Prowler had always known that this wouldn't go over well, but he'd kind of been counting on having the upper hand when Kingpin found out. "You're a dead man. Trying to cross _me,_ and for _what?"_

Prowler didn't bother answering. There was nothing he could say now. Kingpin wasn't even feral enough to try and take a shot at him, sadly, which would have given May Parker the chance to _use_ that baseball bat that she was holding so tightly.

But then, there was a reason Kingpin wasn't trying to deal with any of them personally. He didn't have to. Tombstone and Scorpion had turned towards him at Kingpin's words, realization creeping slowly across them until their expressions turned ugly. And with the spiders effectively neutered, there was nothing to distract them.

_Lovely._

Scorpion, at least, only snorted something low to himself and then skittered around Peni's bot instead, eyeing her up as though deciding where to strike. But Tombstone had started for him, fists clenched, so Prowler started backing up slowly, breathing easy and deep as he slipped his claws into position to strike. Noir seemed to notice the danger, glancing between him and Kingpin with obvious reluctance, but Prowler didn't expect he'd be any help.

Well, he'd have done the same if it was Miles, but hostage or not, he wasn't going down here without a fight. And if it broke the standoff, then so be it, but he was hoping…

_Any time now, Miles._

"You know this is being recorded," May Parker said suddenly, her firm, clear voice startling in the tension. "No matter what you do here, you're finished."

She sounded like she was informing him of the weather, not threatening him, but Prowler couldn't think why she'd want Kingpin's attention either way. Not unless she was crazier than he'd thought, but she didn't seem like the sort to try and remove herself from the board.

"Finished? I _own_ this city," Kingpin roared, pressing the muzzle of his gun so hard against her head that her neck bent. "I want what's _mine,_ and you're not _stopping_ _me—!"_

And then the words choked off as Kingpin _seized._

His gun fired as his hand jerked and tightened, but the bullet skimmed off into empty space as May Parker was already out of the way, faster than Prowler could follow, stumbling down the steps to her porch. And the shimmering, sparkling aura of blue around him—

—was crackling off the small hand that Miles had planted in the center of his chest, suddenly visible as the rest of the boy flickered into view, and Kingpin _flew_ backward like Miles had kicked him, smashing through the stair railing to land in a still, crumpled heap on the ground.

"Pick on someone your own size," Miles called after him, which made _no sense_ with his crackling teenage voice and his too-skinny limbs and _hell,_ he was gonna try and follow Parker's footsteps with the quips, wasn't he? Prowler would have sighed if he hadn't been taking advantage of the distraction by slamming every ounce of power he had into his claws before burying his fist in Tombstone's face.

Fucking _finally._

It launched Tombstone back a good ten feet, where he plowed into the ground with a strangled wheeze and a satisfying crash. Not as satisfying as digging his claws straight in, maybe, but after his conversation with Miles a few hours ago, Prowler wasn't willing to push his luck there just yet.

At the very least, that punch set the spiders off— _set off_ was the right term for it, too, an explosion of brightly colored costumes and pissed off energy as Kingpin's leash slipped off entirely. Prowler was pretty sure he'd caught Noir swooping in to grab May Parker—and about damn time, they should have had that covered from the start—before he got too busy dodging around Tombstone's swings to care.

And Tombstone _was_ stronger than him, but Prowler had always been faster, so on even ground without his guns, Tombstone didn't have much chance of hitting him. And maybe it was a little cathartic, getting a few good swipes in, but hey, he couldn't be expected to stand out of the fight if Tombstone was the one keeping it going, could he?

But Prowler knew better than to let his fun distract him for too long. He could already hear the distant wails of approaching sirens, and _maybe_ the spider-kind wouldn't be shot on sight, but he wouldn't get any such leeway.

Time to get serious, then. Tombstone was annoyingly sturdy under those modifications, but the point had never been to kill him. One good, hard hit in the right spot ought to knock him down long enough for a spider to wrap up—and right as Prowler was considering his shot, Miles came barrelling in with a kick that Tombstone never saw coming, sending him pitching forwards.

And he hadn't been expecting the help, but he was more than capable of taking the opening, and from _Miles?_ Hell yeah. One swing, and he sent Tombstone slamming back against the nearest telephone pole, clearly dazed by the sway of his head.

"Nice hit, Uncle Aaron!" Miles chirped at him, sounding entirely too perky as he dashed by, hand raised out in a position that, when paired with _that_ voice, Prowler instinctively met with a high five. Then he was away before Prowler could scold him—they were gonna have to work on the name thing—and so he let it go, shelving it for later.

They still had a fight to finish.

Miles was already full speed into the renewed battle with Octavius, anyway, where Gwen had already broken Parker free and was now apparently unleashing _all_ of her aggression at once. And despite her extra arms, Octavius looked like she was struggling just to think, so Prowler left them to it again.

He'd burned his bridges pretty well there, he was sure, but there was no point in salting the earth. He'd be more useful keeping an eye out for any further _interruptions._

Scorpion was down when he checked, Peni and Porker gleefully sticking him down to the street with a truly ridiculous amount of webbing. It seemed like Noir had done the same to Kingpin, and he was in the middle of cocooning Tombstone to the pole he'd fallen against by the time Prowler looked back again.

"Well, that coulda gone smoother," he sighed, looking up, and Prowler blinked when he realized the statement was meant for him, "but all's well that ends well, I suppose."

Prowler made a soft noise of disagreement because they weren't even finished yet, and overconfidence was what had gotten them in trouble to begin with. But even as he watched, Miles finally made it past Octavius' grasping arms and zapped her too, his friends bouncing in only moments later to drag her down to the ground.

Damn useful, that shock—Prowler probably ought to look into some protective mods for his suit.

 _Not_ that he had any plans to go up against Miles, he corrected himself quickly. But considering the kid had now taken down two experienced fighters with that little trick, it only made sense for Prowler to deal with his own weak spots in that area before someone _else_ tried it. And he wouldn't say no to an equivalent offense, either.

"Fast learner," Noir said. He was watching Miles too when Prowler glanced at him, eyes narrowed in apparent thought. "Could still use some sharpening up, though."

"He did better'n the rest of us," Prowler snapped at him without thought, because even if Miles' form _was_ a bit sloppy, none of _them_ had had any worthwhile plans to stop Kingpin that he'd seen. But Noir only tipped his head in easy agreement, and Prowler reigned himself in, a bit of heat tingling up his neck. "I'll work with him."

"Shouldn't take him long at all," Noir said, giving him an almost approving nod, and wandered back towards the house as the others finally finished tying Octavius down and came to join them.

With the fence down, Prowler did catch sight of Porker leading May Parker out of the shed in the backyard where she'd taken shelter—shocking, that location, he _never_ would have guessed—but he was too distracted by Miles' approach to care, trying to pick out any injuries on him as Miles whirled across the yard to thump into his side, a bright, vibrating ball of cheer.

"That was _crazy,"_ he breathed, a grin in the cast of his voice, and Prowler was viscerally reminded yet again of just how young he was, how few fights he'd seen. No doubt he'd be shaking all over soon, though he didn't seem hurt. Small mercies. "Did you see— Uncle Aaron, did you see—?"

"Code names for a reason, kid," Prowler reminded him, but he tugged Miles in with one arm before the kid could take it too personally, arm around the front of his chest to put Miles' back to his front, "but yeah, I saw you. Ya did _good,_ man. Pulled us out of a tight spot, there."

Miles brightened impossibly further, looking up at him with those happy, crinkly eyes, and Prowler tucked him in tighter, the feeling of him solid and safe, soothing a twitchiness that he hadn't felt from a fight in _years._ He could keep his mouth shut about the rest of it for that, especially when May Parker looked annoyed enough for the both of them anyways, making her apologies for all that she looked ready to kick Kingpin while he was down.

"—how I let a man that size sneak up on me," she was saying to the oldest Parker, voice taut and her hands on her hips. "Ought to be ashamed of myself, really—"

Prowler would have agreed with her there, but Parker just wrapped her in a tight hug, one she returned after a second of stillness. "I'm glad you're alright."

 _Touching._ Prowler might have commented, but considering that he hadn't let go of Miles yet, he'd only be inviting the same in return. And for all that she'd nearly ruined everything, May Parker was still the most sensible of the bunch because she only allowed the hug for a few moments before pulling away and waving them all off. "Yes, yes, yes, I'm alright. Now, you've done your part; I'll handle it from here. Get yourselves home safe before something _else_ pops up."

This was, apparently, the signal for the spiders to swarm her with goodbyes, Miles included, but at least they were keeping it quick now. The adults were already starting to web away by the time Miles wrapped it up, when she held him back for a moment longer with a hand on his arm.

"—and feel free to come back whenever you've got the time, dear," Prowler heard her say, and though the words were directed at Miles, her gaze rose to Prowler's and held. He couldn't quite tell if it was an invitation or a warning, or both, but he inclined his head all the same.

She knew enough about him now to send the police to his doorstep too, for all that she didn't seem likely to right now. And while he couldn't say he was _happy_ about it, he could see the good side of having someone else on hand to protect Miles, even from him.

 _Especially_ from him, for all his good intentions. Miles might be soft on him, but _she_ wasn't. She'd hold him to it.

So he just waited until Miles made for the rooftops and then followed him up, already out and away as the first of the police cars peeled around the corner.

* * *

After all that fuss, getting into the collider was almost disgustingly easy.

Well, and that had been the point of it, getting Kingpin's muscle out of the way before the stakes reached all or nothing. They'd gotten lucky to pin Kingpin down at the same time, and then somehow luckier still when it became obvious that Kingpin hadn't had the time or the mindset to communicate Prowler's betrayal to the rest of his men.

So all the armed guards in the world didn't matter when all Prowler had to do was pop up menacingly in front of them and send them off on some fake task with barely a growl. It wouldn't hold forever, but all they needed was _long enough._

The scientists they had to tie up—Prowler had nowhere believable to send them, and as a sort they were far less likely to take orders from him anyway. And then they were powering up the collider, Peni's earlier studying easing their way through.

Prowler knew some things about the running of it himself, gleaned in passing. Octavius and the rest of the eggheads had never gone to much trouble to keep their side of the work secret around him. He'd always gotten the distinct impression that they'd thought he wouldn't be able to follow it, and he wouldn't have dreamed of correcting them, not when it gained him all sorts of interesting things.

So between knowledge and necessity, he'd be the one down in the control room. Simple enough, and Peni was doing most of the work to set it up as it was.

"—and if these readings get too high, just shut it down again, as long as no one's jumping. We can always start over, but you don't want to let it get too far out of hand," she nattered away at him. Prowler wasn't sure how he felt being lectured by a girl barely up past his hip, but if the intel was good, then the source didn't matter, so he only nodded along.

Seemed like they'd softened to him quite a bit since the fight, for all that he hadn't done much overall. Maybe because they thought he couldn't, or wouldn't, do much damage at this point, and they were probably right, but it was still odd to be left on his own with only a few nods instead of suspicious looks. If it hadn't only been a few days, he'd have been tempted to blame them for Miles' own overdeveloped sense of trust.

Oh well. He'd work more sense into Miles. Probably.

But Miles was up there now too, override key in hand, and so Prowler did his part and flipped the switches, and out came the vortex of light.

It _was_ beautiful, he could admit, even if he didn't like Miles' proximity to it. And the spiders didn't waste much time, at least; they crouched there together, upside down on the roof just long enough that Prowler started to wonder if something was wrong, before one by one they started to drop away, flares of color and abstract shapes flashing out as they hit the light and vanished.

Then it was just Miles and Parker, lingering behind for one reason or another. By the slight gestures Miles had started to make, Prowler thought they might actually be arguing. He glanced over the screens—levels holding stable enough for now—and wrestled back the urge to move them along one way or the other.

For all that he was ready for this day to be _over,_ he could wait a little while longer.

And there, finally: Miles leaned in, a clumsy hug that left him hanging from the ceiling by only his feet, causing Prowler's heart rate to spike, and by the time he'd calmed it down again, Parker had let go of him and dropped, his freefall the most graceful Prowler had seen him until he, too, was gone.

Leaving Miles alone in his perch on the ceiling: a tiny black figure planted in the middle of that huge white room, the swirling lights of the multiverse painting highlights across the dark of his suit as he stared down into it like a challenge, unafraid. He seemed like _more_ at that moment, for all his size a mountain against the storm. Aaron stared up at him, almost transfixed, the beat of his own heart nearly drowning out the roar of the lights as goosebumps slid down his neck to his shoulders.

He knew the line, that Spider-Man was a _symbol_ as much as a person, but looking up at Miles now, it was the first time Aaron thought he could believe it.

Then Miles hit the button, obvious because the collider shuddered immediately, and—

_Oh no._

—there was no time to run, no time to think, not even of Miles, because Aaron was holding on for deep life, grating his claws in deep against the drag, and they'd thought they would have more time, they hadn't thought it would happen _this fast_ —

—and then he was flat on his back, the wind knocked out of him, coughing on dust and smoke as he wheezed from the force of the explosion.

He staggered upright, his ears ringing, heat vision flicking on without a thought as he scoured the damaged room for movement, but he only suffered a few moments of panic before Miles tumbled down to land on the blown-out windowsill, visibly shaky himself.

"I'm okay," he said immediately, and Aaron could finally breathe properly again. Miles stumbled over to him, ignoring the debris in his way to latch onto Aaron's cape. "Are you—?"

Aaron grabbed him and pulled him in close, almost careless with his claws in his urgency, and Miles let the words die off, hugging him tight instead. _Safe,_ he was safe, they were both still here.

They had made it through alive.

* * *

"Hell'uva night," Aaron said on the tail end of a yawn that he hadn't bothered to stifle. "You _sure_ this is how you want to spend your free time?"

He made sure to keep his tone teasing and in turn, Miles only tipped his head like he was rolling his eyes, still watching the swarm of police below from the perch on Fisk Tower that they'd come to rest on. Aaron couldn't see his eyes to know for sure, since the kid had thankfully taken his advice and only pushed his mask up to his nose, but the gesture was pretty familiar.

(Hopefully, Miles would remember later, too. You'd think a kid who'd grown up with cameras and drones would know better, but—)

"With great ability comes great accountability," Miles intoned in a deep, serious voice. Then he froze stock-still before Aaron could even parse the strangeness in that sentence. "Wait, _no._ Arrgh, now he's got _me_ doing it."

He fell back against the roof, spread-eagled and groaning, and Aaron snorted at him. He could guess where Miles had gotten that one.

At the thought of Jeff, Aaron glanced down at the cops below, sobering a little. He had a slight advantage with his night vision, but he couldn't pick his brother out of the crowd if he was down there at all. Might still be dealing with the mess they'd left in Queens, though Aaron would bet money that he was at one or the other.

Miles shuffled around to follow his gaze, stretched out on his front with his chin on the edge. Then he muttered lowly, "I'm gonna be in _so much trouble."_

And...well, yeah, that was true, but there was another thought pushing hard in the back of Aaron's mind. And two days ago, or even just this morning he'd have put it off again, because he didn't _want_ to bring it up, but…

He thought again of Miles in the collider, alone and untouchable, so very far from the kid that Aaron had known since he'd been in diapers, the one that'd come running to him with runny noses and split knees. The image had faded now with Miles flopped out and groaning like the teenager he was, but it was still _there._

_You swore to be better, didn't you? Stop being a coward._

"You thought any more about tellin' your parents?" he asked Miles quietly.

"Not really," Miles grumbled, rolling his head to watch Aaron with one narrowed eye. "Thought you didn't think I should, either."

Aaron had never said straight-out, he was sure of that much, but it was also true. He let his lip twist under his mask at the thought of being so easily read—and maybe a bit at the memories that he wasn't all that eager to share.

But still, he shrugged and said, "Maybe not, but considerin' how your dad an I got where we are, I don't know that _my_ advice is the best sort to be takin' here."

Miles rolled onto his side to look at him fully, eyes going wide. Fair, since Aaron had always gone out of his way to avoid bringing this up in front of Miles, and he knew well enough that Jeff had done the same. Still felt a bit like pulling teeth, even after all this.

"This sort of thing...it changes you, y'know? Not all in bad ways, but enough." Aaron knew Prowler wasn't an exact parallel to what Miles was doing, but it was close enough for him to feel confident in what he was saying. "But your folks, they ain't gonna know what they're lookin' at. And it's easier than you'd think to just...lose touch. To look at who you're talkin' to and realize you don't know 'em anymore. And I don't want that to happen to you."

"Is that what happened to _you?"_ Miles asked him, serious and almost wary, like he wasn't sure the question would be welcome. And this wasn't anything Aaron liked thinking about, but if it was for Miles...

"In a way, I guess. Me 'n Jeff, we...yeah, we fell apart slow. And I won't say he had no part in it, 'cause he _did_ —" Aaron bit his tongue. _Not to the kid, for fuck's sake._ "But I did more'n enough to drive that wedge in, too, even without givin' him Prowler. Things he couldn't stand for, promises I let down—just lied too many times, maybe. Someone lies to you enough, you gotta wonder if you can trust anything they say, and once you lose that trust…"

He left it there; let Miles make the connection himself. But Miles had sat up and was now staring at him silently, huge eyes solemn like he was now contemplating the end of the world. Aaron sighed, the tiredness he'd been shoving off sinking new claws into his brain.

"It'll be different for you," he said, and that the words weren't bitter at all on his tongue was its own kind of relief. "He's your dad; you ain't gonna lose him. But you do this thing, you're gonna be lyin' to him left, right, and center and he ain't stupid, Miles. It's gonna hurt you both."

"But if I _tell_ him, he'll never let me do it at all," Miles protested immediately, and Aaron huffed at him.

"All those spiders sayin' otherwise and your powers on the fritz and you still went into this headfirst," Aaron reminded him, "but you tellin' me now that you're gonna stop 'cause your daddy said no?"

"Cheap shot, man," Miles complained, but by the hunch of his shoulders, Aaron knew the point had hit. "He's my _dad."_

"And he knew you were gonna leave the nest eventually." Aaron made sure to gentle his tone a bit. "Maybe sooner than he'd like, maybe not the _way_ he'd like, but you hold your ground on this and he's either gotta give or lose you. And believe me, he don't wanna lose you."

Miles didn't answer, face turning back to the cops below. Aaron couldn't blame him for it—he knew Jeff's _disappointed_ face better than anyone. But the path Miles was starting down felt so damn familiar, and what kind of uncle would Aaron be if he let Miles go headfirst into the same obstacles without saying anything?

"I tried to have both. Tried to have Prowler _and_ family and just keep 'em separate, and you saw how that went. With you and your dad both, turns out," Aaron admitted. "I just think...you're gonna need everyone you can get in your corner, you know? And your folks seem like the place to start. 'specially now, when you still got control of that choice."

"Easy for you to say," Miles mumbled, almost reluctant enough to be resentful. "You're still not gonna tell him about _you,_ are you?"

"No," Aaron agreed slowly, not looking for the argument that could easily ignite here, "but a supervillain's a bit of a different story. Not like you fighting for truth, justice, and the American way, all that heroic jazz. He'll be proud, I think when he's had some time to think about it."

"Next decade?" Miles sounded more wry than annoyed now, though, so his hackles were probably coming down. Then he sighed deeply, tucking himself up into a loose ball. "Ugh, he's gonna be so _mad._ I'm gonna be grounded 'til I'm thirty."

Sounded like he was coming around, if not enthusiastically. Aaron still knew better than to push right away.

"I'll break you out," he offered off the cuff. "Stealin' people can't be _that_ much harder than things."

Miles snorted and then shoved a hand over his mouth almost guiltily.

"Not funny," he said, though his voice betrayed him, the little liar.

Aaron smiled to himself and let things smooth down between them for a few warm, quiet beats before asking quietly, "So?"

"Yeah, _alright,"_ Miles sighed, and Aaron didn't know if it was _relief_ that settled into him, exactly, but it was something close. "Just...not right away, okay? No one even knows I'm here yet. I gotta show him I can do it first, or it'll be twice as hard."

That was kind of a good point, even if Aaron thought Miles might be wrong on people knowing about him. They'd have recorded him in Queens at a minimum, if only in the group, and if he was unlucky someone might have already gotten a shot of them together right here. But Aaron could understand wanting a few big wins under his belt first—Miles really would need all the help he could get for that conversation, necessary or not.

"Longer you wait, the harder it'll be," he warned, finally pushing out of his crouch to rise to his feet and stretch, "but I won't say any more about it for now. It's yours to tell, in the end."

"I'd have told _you,_ you know," Miles said quietly, but the words still hit Aaron right in the gut. "It's why I came over last night, even though I wasn't sure you'd be there."

Aaron breathed deep and stared fixedly out over the rooftops below them, jaw clenched against the small, almost-queasy turn of his stomach. He didn't even think Miles meant it for guilt, maybe even as far as a compliment, but that only made it worse.

"Well, you got there eventually. Despite my best efforts," he finally managed to say. The tone was jarring in his head, but he was trying not to shove that guilt at Miles every time it came up. "And just think, there's no way tellin' anyone else can go _worse._ Should be a breeze after that."

It made Miles snort again, at least, and he grabbed onto Aaron's claws easily enough when he offered them down, letting Aaron pull him to his feet.

"And you know you got me in your corner, right?" Aaron added clumsily, not able to leave it on a joke, not when it was about what he'd _done._ "Even if you don't ever want to tell your dad, or anyone else. You can count on me when you need to."

And he wouldn't have blamed Miles for not believing it, after all the lies and absences and _hurt._ But Miles just smiled at him, chin still visible under his lifted mask, standing easy at Aaron's side.

"Yeah, I know," he said, quiet confidence in his acceptance, and Aaron could only thank every god he knew of to hear it there. He certainly hadn't earned it.

_Well, you're about to start trying._

Miles tugged his mask back down and swayed to bump Aaron with his shoulder. "Race you back to your place?"

 _Really,_ the kid still had energy for that? Aaron was feeling his age now, but there was also no way he'd live down backing off that challenge.

"Rematch," he agreed and was entirely unsurprised when Miles bolted for the edge before the word was even fully out of his mouth, flinging himself off the roof as easy as breathing. He'd picked up on _that_ quick. Smart boy.

"Now who's cheatin'?" Aaron called after him, only half a step behind, but Miles just somersaulted into his fall and webbed away, his laughter a faint echo behind him.

Aaron grinned and then changed direction—Miles barely knew the city on foot, much less the rooftop shortcuts, and Aaron was going to take advantage while he still could. Wouldn't be long before the kid outstripped him there too.

And damn, was he looking forward to it.

**Notes for the Chapter:**

> First and most important, please give a huge round of applause to my awesome beta readers!
> 
> Thank you to a_very_confused_fan for catching my common mistakes!  
> Thank you to TheWakingWorld for your extremely helpful advice and all the vocabulary assistance!  
> You guys rock :D
> 
> And yooooo, we're done! 4 times as long as it was meant to be, but that's always how it goes. Hope you all enjoyed the ride! Thanks for all the encouraging comments, guys.
> 
> And I had like three story ideas on these two spring up just from this fic alone. I'm probably gonna end up writing them, too, and I already had a ton. Apparently I'm obsessed. (So like...if you had any Miles&Prowler prompts that you guys wanted to see written...i can't promise...but I'm just saying there's a good chance it might get done eventually lol)
> 
> Since I forgot to mention it before: the title came from the song 'Hide' by Juice Wrld. The one that plays when Miles is walking back to Aaron's apartment. 
> 
> Come yell at me about these characters :D


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